REGISTERED NUMBER: 10533819 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

VERLINVEST UK LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

Ms A Henry

Mr B D L Black

Secretary:

Vistra Company Secretaries Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

United Kingdom

SW1H 0BL

Registered number:

10533819 (England and Wales)

FIXED ASSETS

Tangible assets

4

13,597

13,980

Investments

5

55,632,000

34,062,500

55,645,597

34,076,480

CURRENT ASSETS

Debtors

6

4,100,262

3,371,923

Cash at bank

351,225

291,201

4,451,487

3,663,124

CREDITORS

Amounts falling due within one year

7

(547,226

)

(1,956,065

)

NET CURRENT ASSETS

3,904,261

1,707,059

TOTAL ASSETS LESS CURRENT LIABILITIES

59,549,858

35,783,539

CREDITORS

Amounts falling due after more than one year

8

(21,157,120

)

(7,930,891

)

NET ASSETS

38,392,738

27,852,648

CAPITAL AND RESERVES

Called up share capital

10

39,150,000

29,150,000

Retained earnings

(757,262

)

(1,297,352

)

SHAREHOLDERS' FUNDS

38,392,738

27,852,648

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

Ms A Henry - Director

1.	STATUTORY INFORMATION

Verlinvest UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company’s functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents amounts recharged from the company's parent under a cost-plus agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred.

Tangible fixed assets

Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Computer equipment - 3 years

Furniture and fittings - 10 years

Investments

Investments are initially measured at cost and subsequently measured at cost less any accumulated durable impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Other income

Other income represents revenue from rent and was measured at fair value of future consideration.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 4 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

Cost

At 1 January 2024

324

18,802

19,126

Additions

-

7,962

7,962

At 31 December 2024

324

26,764

27,088

Depreciation

At 1 January 2024

107

5,039

5,146

Charge for year

32

8,313

8,345

At 31 December 2024

139

13,352

13,491

Net book value

At 31 December 2024

185

13,412

13,597

At 31 December 2023

217

13,763

13,980

5.	FIXED ASSET INVESTMENTS

Investments (neither listed nor unlisted) were as follows:

31/12/24

31/12/23

£

£

Investment in LP no 1

21,562,500

21,562,500

Addition Investment in LP no 1

21,569,500

-

Investment in LP no 2

12,500,000

12,500,000

55,632,000

34,062,500

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Amounts owed by group undertakings

4,088,279

3,321,493

Other debtors

11,983

50,430

4,100,262

3,371,923

The amounts owed by group undertakings have been fully repaid on 13/01/2025.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Trade creditors

16,174

11,954

Tax

1,900

1,000

Pension liability

-

1,423

Social security and other taxes

39,612

125,796

Bonus payable

482,187

419,878

Amounts owed to LP

-

1,391,461

Accrued expenses

7,353

4,553

547,226

1,956,065

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/12/24

31/12/23

£

£

Amounts owed to LP

21,157,120

7,930,891

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31/12/24

31/12/23

£

£

Within one year

90,275

90,275

Between one and five years

135,413

225,687

225,688

315,962

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

£

£

39,150,000

Ordinary

£1

39,150,000

29,150,000

10,000,000 Ordinary shares of £1 each were allotted and fully paid for cash at par during the year.

11.	ULTIMATE CONTROLLING PARTY

The immediate parent of the company is Verlinvest SA, a company incorporated in Belgium.

The ultimate parent company is Verlinvest Group SA, a company incorporated in Belgium. The registered office is based at Place Flagey 18,1050 Brussels, Belgium.