ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 04377912

VERVE DEVELOPMENTS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

VERVE DEVELOPMENTS LIMITED

COMPANY INFORMATION

Directors	T E Pain
	R A Nicholson
	J A Watson


Company secretary	J A Watson


Registered number	04377912


Registered office	30 Blandford Street
	London
	W1U 4AZ


Independent auditor	Barnes Roffe LLP
	Chartered Accountants & Statutory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA


Solicitors	Mishcon de Reya
	Africa House
	70 Kingsway
	London
	WC2B 6AH

VERVE DEVELOPMENTS LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditor's report	3 - 6
Statement of comprehensive income	7
Statement of financial position	8
Statement of changes in equity	9
Notes to the financial statements	10 - 21

VERVE DEVELOPMENTS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,554,832 (2023 - profit £489,558).

The Company incurred a loss for the year as a result of a downward revaluation of its investment property by £2,952,430.

Directors

The directors who served during the year were:

T E Pain

R A Nicholson

J A Watson

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 1

VERVE DEVELOPMENTS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Barnes Roffe LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

T E Pain

Director

Date: 2 June 2025

Page 2

VERVE DEVELOPMENTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERVE DEVELOPMENTS LIMITED

Opinion

I have audited the financial statements of Verve Developments Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In my opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

I conducted my audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. My responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of my report. I am independent of the Company in accordance with the ethical requirements that are relevant to my audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Conclusions relating to going concern

In auditing the financial statements, I have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work I have performed, I have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

My responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 3

VERVE DEVELOPMENTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERVE DEVELOPMENTS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and my Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. My opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, I do not express any form of assurance conclusion thereon. My responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If I identify such material inconsistencies or apparent material misstatements, I am required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact.

I have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In my opinion, based on the work undertaken in the course of the audit:

∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, I have not identified material misstatements in the Directors' report.

I have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires me to report to you if, in my opinion:

∙adequate accounting records have not been kept, or returns adequate for my audit have not been received from branches not visited by me; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙I have not received all the information and explanations I require for my audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Page 4

VERVE DEVELOPMENTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERVE DEVELOPMENTS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. I design procedures in line with my responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which my procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the industry, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and value added tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias.

Page 5

VERVE DEVELOPMENTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERVE DEVELOPMENTS LIMITED (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that I will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as I will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of my responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of my Auditor's report.

Use of my report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. My audit work has been undertaken so that I might state to the Company's members those matters I am required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, I do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for my audit work, for this report, or for the opinions I have formed.

Barnes Roffe LLP

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

2 June 2025

Page 6

VERVE DEVELOPMENTS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	1,991,419	1,776,078
Cost of sales		(253,909)	(355,291)
Gross profit		1,737,510	1,420,787
Administrative expenses		(575,396)	(703,531)
Fair value movements		(2,952,430)	139,226
Operating (loss)/profit	5	(1,790,316)	856,482
Interest payable and similar expenses	8	(281,875)	(272,138)
(Loss)/profit before tax		(2,072,191)	584,344
Tax on (loss)/profit	9	517,359	(94,786)
(Loss)/profit for the financial year		(1,554,832)	489,558

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 10 to 21 form part of these financial statements.

Page 7

VERVE DEVELOPMENTS LIMITED

REGISTERED NUMBER: 04377912

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	10		9,639		12,841
Investment property	11		15,250,000		17,850,000
			15,259,639		17,862,841
Current assets
Debtors: amounts falling due within one year	12	1,337,966		994,389
Cash at bank and in hand	13	1,436,024		1,134,516
		2,773,990		2,128,905
Creditors: amounts falling due within one year	14	(12,122,360)		(11,814,174)
Net current liabilities			(9,348,370)		(9,685,269)
Total assets less current liabilities			5,911,269		8,177,572
Provisions for liabilities
Deferred tax	15		(937,805)		(1,649,276)
Net assets			4,973,464		6,528,296

Capital and reserves
Called up share capital	16	1	1
Other reserves	17	1,303,782	3,518,104
Retained earnings	17	3,669,681	3,010,191
		4,973,464	6,528,296

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J A Watson

Director

Date: 2 June 2025

The notes on pages 10 to 21 form part of these financial statements.

Page 8

VERVE DEVELOPMENTS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Non-distributable reserves	Retained earnings	Total equity
	£	£	£	£
At 1 January 2023	1	3,435,380	2,603,357	6,038,738

Profit for the year	-	-	489,558	489,558
Surplus on revaluation of investment properties transferred to non-distributable reserves	-	139,226	(139,226)	-
Movement in deferred tax on revaluation of investment properties recognised in income statement	-	(56,502)	56,502	-

At 1 January 2024	1	3,518,104	3,010,191	6,528,296

Loss for the year	-	-	(1,554,832)	(1,554,832)
Deficit on revaluation of investment properties transferred to non-distributable reserves	-	(2,952,430)	2,952,430	-
Movement in deferred tax on revaluation of investment properties recognised in income statement	-	738,108	(738,108)	-
At 31 December 2024	1	1,303,782	3,669,681	4,973,464

The notes on pages 10 to 21 form part of these financial statements.

Page 9

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Verve Developments Limited ("the Company") is a private company limited by shares and incorporated in England and Wales. The registered office of the Company is 10 Blandford Street, London W1U 4AZ.
The principal activity of the Company is that of rental of investment property.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on the going concern basis. The directors consider the going concern basis to be appropriate because the Company's immediate parent company, Verve Group Limited has confirmed that it will provide financial support to the Company to the extent that funds for working capital requirements are not otherwise available for at least a period of 12 months from the date of signing the financial statements. The directors understand that the immediate parent is currently in a strong financial position to continue to support the Company as required.

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue principally comprises income recognised by the company in respect of rent charged and other ancillary services supplied during the year, exclusive of Value Added Tax and trade discounts.
Rental income is recognised on a straight line basis over the term of the lease. Amounts invoiced in advance of a tenancy period are deferred accordingly and recognised as income in the period to which they relate.

2.4

Operating leases: the Company as lessor

Rental income from operating leases is credited to the Statement of comprehensive income on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

Page 10

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.6

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 11

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

Plant and machinery	-	25-50% straight line
Fixtures and fittings	-	25% straight line
Office equipment	-	25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.8

Investment property

Investment properties, which is property held to earn rentals and/or for capital appreciation, including property under construction for such purposes, is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise, including the corresponding tax effect.
Investment properties are internally valued on an annual basis by the Company's directors who are professionally qualified to do so as members of the Royal Institute of Chartered Surveyors (RICS) in the UK.
Fair values are determined based on comparable sales to owner occupiers and open market lettings using a yield methodology. The latter uses open market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself.
Investment properties are derecognised either when they have been disposed of (i.e. at the date the recipient obtains control) or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 12

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Creditors

Short-term creditors are measured at the transaction price.

2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The directors make certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the nest financial year are discussed below.
Significant judgements
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in financial statements.
Going concern
Significant judgement is required in the Company's assessment of its use of the going concern basis, and further information on this is included in note 2.2. These include preparing cashflow forecast, and budgets and timing of events held in next accounting period.
Critical accounting estimates
Investment properties
As described in note 11 to the financial statements, investment properties are stated at fair value based on the valuation performed by the directors using the yield methodology. This uses market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself. Key estimated inputs into the valuations are:
- Annual rent per square meter
- Capitalisation rate

Page 13

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Rent receivable	1,991,419	1,776,078

All turnover arose within the United Kingdom.

Defined pension contributions (note 18)

32,851

30,748

Fees payable to the Company's auditor for the audit of the Company's financial statements

9,200

8,400

	Fees payable to the Company’s auditor for the audit of the Company’s annual financial statements in the prior year were borne by the immediate parent company, Verve Group Limited.

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Property management and administration	23	25

Page 14

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Interest payable and similar expenses
		2024	2023
		£	£

Interest payable to the parent undertaking

281,875

272,138

Corporation tax
Current tax on profits for the year	194,112	-

Total current tax	194,112	-

Deferred tax
Origination and reversal of timing differences	26,637	38,284
Movement of deferred tax on investment properties	(738,108)	56,502
Total deferred tax	(711,471)	94,786


		(517,359)	94,786

Page 15

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(2,072,191)

584,344

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(518,048)	146,086
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	2,597	7,851
Capital allowances for year in excess of depreciation	(28,545)	(32,389)
Movement in deferred tax provision	(711,471)	94,786
Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment	738,108	(34,807)
Group relief surrendered/(claimed)	-	(86,741)
Total tax charge for the year	(517,359)	94,786

Page 16

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

10.	Tangible fixed assets

	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	15,148	24,221	12,135	51,504
At 31 December 2024	15,148	24,221	12,135	51,504
Depreciation
At 1 January 2024	13,847	17,957	6,859	38,663
Charge for the year on owned assets	558	2,644	-	3,202
At 31 December 2024	14,405	20,601	6,859	41,865
Net book value
At 31 December 2024	743	3,620	5,276	9,639
At 31 December 2023	1,301	6,264	5,276	12,841

Page 17

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Investment property

		Freehold investment property
		£
	Valuation
	At 1 January 2024	17,850,000
	Additions at cost	352,430
	Surplus on revaluation	(2,952,430)
	At 31 December 2024	15,250,000

The 2024 valuations were made by the directors, on an open market value for existing use basis. The 2024 valuations were made by T E Pain, a director of the company who is professionally qualified and a member of RICS. The significant assumptions made relating to the valuation at 31 December 2024 are given in note 3.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2024	2023
	£	£

At 1 January	13,333,518	13,122,744
Additions	352,430	210,774
	13,685,948	13,333,518

12.

Debtors

					2024	2023
					£	£


Trade debtors	1,007,416	535,535
Amounts owed by group undertakings	172,670	171,920
Other debtors	1,819	225,291
Prepayments and accrued income	156,061	61,643
	1,337,966	994,389

Page 18

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	1,436,024	1,134,516

14.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	88,698	161,666
Amounts owed to group undertakings	10,195,678	10,560,685
Corporation tax	193,302	-
Other taxation and social security	132,337	163,020
Other creditors	398,259	110,592
Accruals and deferred income	1,114,086	818,211
	12,122,360	11,814,174

At the balance sheet date the Company owed a loan amount of £4,000,000 (2023: £4,000,000) to its immediate parent undertaking, Verve Group Limited. The loan is unsecured, bears interest at LIBOR + 1.55% and is repayable on demand. This amount is included within amounts owed to group undertakings.

15.	Deferred taxation

	2024	2023
	£	£

At beginning of year	1,649,276	1,554,490
Charged/(credited) to profit or loss	(711,471)	94,786
At end of year	937,805	1,649,276

The provision for deferred taxation is made up as follows:
	2024	2023
	£	£

Accelerated capital allowances	698,867	672,230
Capital gains	238,938	977,046
	937,805	1,649,276

Page 19

VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.Deferred taxation (continued)

The Company has no unused tax losses or credits.
A net reversal of deferred tax assets and liabilities is expected in 2025 by an amount which cannot be reliably estimated at the balance sheet date however this is not considered to be material to the financial statements. This is expected to arise because depreciation is anticipated to be higher than the available capital allowances. However, it should be noted that further reversals (or further increases in deferred tax balances) may arise as a result of revaluations of investment property. As the future deferred tax balances, if any, will be dependent on future changes in fair values of assets and liabilities, it is not possible to estimate any further future reversals.

16.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 1) Ordinary share of £1.00	1	1

The ordinary share carries the right to one vote per share and the rights to share in any distribution of profits or returns of capital.

17.

Reserves

Non-distributable reserves

This includes the unrealised fair value gains on investment properties which are non-distributable profits.

Retained earnings

This reserve includes all current and prior period retained profits and losses net of dividends paid and other adjustments. which are considered distributable.

18.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £32,851 (2023: £30,748). Contributions totalling £nil (2023: £2,140) were payable to the fund at the balance sheet date and are included in creditors.

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VERVE DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	1,657,201	1,530,717
Later than 1 year and not later than 5 years	5,192,399	4,501,959
Later than 5 years	4,035,033	3,892,812
	10,884,633	9,925,488

20.

Related party transactions

The Company has taken advantage of the exemptions provided by Section 33 of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of the group provided that any subsidiary undertaking which is party to the transactions is wholly owned by a member of that group.
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. Key management personal are considered the directors of the Company. The Directors remuneration is borne by another group company.
Other related parties
During the year the Company made purchases of £341,120 (2023: £128,296) relating to construction material from an entity owned and/or controlled by a close family member of key management personnel. At the year end there were outstanding balances owed to the above related party of £1 (2023: £1).

21.	Controlling party

The Company's immediate parent company is Verve Group Limited, which heads the smallest group for which group accounts containing this company are prepared. The company is domiciled and incorporated in the UK. Copies of the financial statements are available at 10 Blandford Street, London, W1U 4AZ.
The Company's ultimate controlling party is Valeura Holding Foundation, an entity domiciled in Liechtenstein.

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