ACCOUNTS - Final Accounts preparation

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

Registered number: 03737824

VERVE PROPERTIES LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

VERVE PROPERTIES LIMITED

COMPANY INFORMATION

Directors	T E Pain
	J A Watson


Company secretary	J A Watson


Registered number	03737824


Registered office	40 Hyde Park Gardens Mews
	London
	W2 2NX


Independent auditor	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	Leytonstone House
	Leytonstone
	London
	E11 1GA


Solicitors	Birketts
	One London Wall
	City of London
	London
	EC2Y 5EA

VERVE PROPERTIES LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditor's report	3 - 7
Statement of comprehensive income	8
Statement of financial position	9
Statement of changes in equity	10
Notes to the financial statements	11 - 16

VERVE PROPERTIES LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

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 profit for the year, after taxation, amounted to £15,286 (2024 - loss £4,066).

Directors

The directors who served during the year were:

T E Pain

R A Nicholson (resigned 11 May 2026)

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.

Post balance sheet events

Post year end, the parent company, Verve Group Limited, was acquired by Altered Estates Limited.

Page 1

VERVE PROPERTIES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditor

The auditor, Barnes Roffe Audit Limited, 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: 30 June 2026

Page 2

VERVE PROPERTIES LIMITED

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

Opinion

We have audited the financial statements of Verve Properties Limited (the 'Company') for the year ended 31 December 2025, 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 our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit 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

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

Conclusions relating to going concern

In auditing the financial statements, we 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 we have performed, we 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.

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

Page 3

VERVE PROPERTIES LIMITED

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

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our 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, we have not identified material misstatements in the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

∙we have not received all the information and explanations we require for our 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 PROPERTIES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERVE PROPERTIES 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.

Page 5

VERVE PROPERTIES LIMITED

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

Auditor's responsibilities for the audit of the financial statements

Our 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 our 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our 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 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 enquries 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 unexpeceted transactions;

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

Because of the inherent limitations of an audit, there is a risk that we 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 we 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 our 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 our Auditor's report.

Page 6

VERVE PROPERTIES LIMITED

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

Use of our 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. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Selven Iyaroo (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA

2 July 2026

Page 7

VERVE PROPERTIES LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	55,353	30,020
Cost of sales		(12,780)	(509)
Gross profit		42,573	29,511
Administrative expenses		(27,287)	(33,577)
Operating profit/(loss)		15,286	(4,066)
Profit/(loss) for the financial year		15,286	(4,066)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 11 to 16 form part of these financial statements.

Page 8

VERVE PROPERTIES LIMITED

REGISTERED NUMBER: 03737824

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£


Current assets
Debtors: amounts falling due within one year	8	534,163		682,348
		534,163		682,348
Creditors: amounts falling due within one year	9	(235,736)		(399,207)
Net current assets			298,427		283,141

Net assets			298,427		283,141

Capital and reserves
Called up share capital	10	2	2
Retained earnings	11	298,425	283,139
		298,427	283,141

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:

T E Pain

Director

Date: 30 June 2026

The notes on pages 11 to 16 form part of these financial statements.

Page 9

VERVE PROPERTIES LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Retained earnings	Total equity
	£	£	£
At 1 January 2024	2	287,205	287,207

Loss for the year	-	(4,066)	(4,066)

At 1 January 2025	2	283,139	283,141

Profit for the year	-	15,286	15,286
At 31 December 2025	2	298,425	298,427

The notes on pages 11 to 16 form part of these financial statements.

Page 10

VERVE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Verve Properties Limited ("the Company") is a private company limited by shares and incorporated in England and Wales. The registered office of the Company is 40 Hyde Park Gardens Mews, London W2 2NX.

The principal activity of the Company is that of deriving ground rent from reversionary interests in freehold 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 going concern basis. The directors considered the going concern basis to be appropriate because the Company's immediate parent, 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 a period of at least 12 months from the date of signing of financial statements. The directors understand that the immediate parent is currently in a strong financial position to support the Company.

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 is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rental income is recognised on 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 11

VERVE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Taxation

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.

2.6

Debtors

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

2.7

Creditors

Short-term creditors are measured at the transaction price.

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

In process of applying its accounting policies, the Company is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. The judgements, estimates and assumptions affect the amount of assets and liabilities at the date of the financial statements and the amount of revenue and the expenses recognised during the reporting periods presented.

On an ongoing basis, the company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known.

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, and budgets and timing of events held in next accounting period.

Page 12

VERVE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Rent receivable	30,145	30,020
Other income	25,208	-
	55,353	30,020

All turnover arose within the United Kingdom.

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

6,200

5,800

Employees

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

	2025	2024
	No.	No.

Directors	3	3



Total current tax	-	-

Page 13

VERVE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.Taxation (continued)

Profit/(loss) on ordinary activities before tax

15,286

(4,066)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	3,822	(1,017)
Effects of:
Utilisation of tax losses	(1,017)	-
Unrelieved tax losses carried forward	-	1,017
Group relief	(2,805)	-
Total tax charge for the year	-	-

Factors that may affect future tax charges

The company has tax losses carried forward of £Nil (2024 - £4,066).

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	447,694	491,494
Other debtors	79,994	190,854
Prepayments and accrued income	6,475	-
	534,163	682,348

Page 14

VERVE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Amounts owed to group undertakings	223,545	392,977
Other taxation and social security	1,810	1,410
Other creditors	2,881	4,820
Accruals and deferred income	7,500	-
	235,736	399,207

10.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

2 (2024 - 2) Ordinary shares of £1.00 each	2	2

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

11.

Reserves

Retained earnings

The reserve includes all current and prior period retained profits and losses which are considered distributable.

Page 15

VERVE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Not later than 1 year	31,220	30,187
Later than 1 year and not later than 5 years	124,880	120,746
Later than 5 years	9,183,008	9,131,934
	9,339,108	9,282,867

13.

Related party transactions

The Company has taken advantage of 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. The directors are considered as key management personnel of the Company. The Directors remuneration is borne by another group company.

14.	Controlling party

The Company’s immediate parent company is Verve Group Limited, heading 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 40 Hyde Park Gardens Mews, London W2 2NX.

Following the acquisition of Verve Group Limited post year end, the Company’s ultimate parent company is Altered Estates Limited.

Page 16