Annual Financial Report

Summary by AI ^BETAClose X

Develop North PLC reported a Net Asset Value total return of 2.1% for the year ending November 30, 2025, with investment income increasing by 14.6% to £2.22 million, and distributed £1.0 million in income to shareholders through an annualised dividend yield of 5.9%, or 4 pence per share. The company deployed £9.5 million into nine projects, with 70.3% of funds now concentrated in the North East of England, reflecting a strategic shift towards regional markets. The company is planning a significant expansion and fundraising initiative to broaden its investment strategy, targeting an average NAV total return of 10-11% per annum over the next seven years.

Disclaimer*

Develop North PLC

12 March 2026

To:	RNS
From:	Develop North PLC
LEI:	213800EXPWANYN3NEV68
Date:	12 March 2026
Subject:	Annual Financial Report

Chairman's Statement

Highlights

· Net Asset Value total return of 2.1% (2024: 6.3%)

· Annualised dividend yield of 5.9%, resulting in £1.0m of income distributed to shareholders

· Increase in investment income to £2.22m, 14.6% higher than in previous year

· Total dividends of 4 pence per share paid or payable for the year

· £9.5m deployed into nine projects and repayment of three projects, bringing the number of exits to twenty six since inception

· 70.3% of funds deployed in the North East of England, reflecting the Company's increased focus on selected regional markets

INTRODUCTION

I am pleased to present the Company's results for the year ended 30 November 2025, during which the Company entered its ninth full year of trading.

As in earlier years, the Company has made substantial investments in a range of high-quality real estate projects, while managing the successful completion and exit of older projects.

Over the year under report investment income increased to £2.22 million, a 14.6% uplift over the figure for the previous year. Importantly, and reflecting the Company's decision to increase its focus on regional projects, 70.3% of funds deployed are now invested in the North East of England.

This strategic move is critical for two reasons. First, the economy of the North East is very much on a roll. The region entered 2025 as one of the UK's strongest-performing regional economies, with twelve consecutive months of rising business activity and the highest increase in new business registrations in the country. Manufacturing and service output continued to climb, enhanced by infrastructure investment including major upgrades to the A1 corridor, Tees Valley rail networks, and renewable-energy projects such as the Eastern Green Link, strengthening the region's role as a national hub for clean energy distribution.

The second reason is that as the Company's ninth year as a listed investment company gathers pace, a major expansion of its operations is in the course of being launched.

On 9 July 2025 the Company announced that the Board proposed to change the Investment Policy and raise further capital to enhance shareholder value through a broader, more diversified portfolio of investments, predominantly focused in the North East of England. Further details of the planned expansion of the Company and the 2026 fundraising initiative are described in the Outlook section below.

ECONOMIC BACKDROP

In 2025 the UK economy was marked by slowing momentum after a strong start, with GDP growth easing after some businesses "pulled forward" activity ahead of changes to Stamp Duty and the likely imposition of economic tariffs.

Inflation remained a challenge throughout 2025, though it eased to 3.2% by November, down from higher peaks earlier in the year. Core inflation also fell to 3.2% towards the end of the year.

The Bank of England's Monetary Policy Committee (MPC) implemented four rate cuts during 2025, bringing the base rate down to 3.75% in December, the lowest since December 2022.

Turning to the labour market, UK unemployment had increased to 5.1% between August and October 2025, the highest level since 2021. Government surveys by the Treasury and the Bank of England both forecast that unemployment would remain at around the 5% level until the fourth quarter of 2026.

UK house prices increased by 1.7% in the year to October 2025, while household debt stood at 117% of disposable income by autumn 2025. Though at first sight a sizeable figure, this is the lowest level of UK household debt since 2007- pointing, it might be argued, towards better affordability in certain areas of the housing market.

Savills revised its mainstream UK house price forecast downward to 1.0% growth for 2025, reflecting geopolitical uncertainty, fluctuating buyer confidence and volatility in monthly price movements.

Despite concerns over taxation at the higher end of the market, the medium term outlook remains positive, with Savills projecting total growth of 24.5% over the five years to 2029.

PERFORMANCE; NET ASSET VALUE

The Company's net asset value NAV decreased to 77.48 pence per share as at 30 November 2025, having been 79.81 pence per share twelve months earlier.

Taking into account dividends paid or declared for the period, this equates to a NAV total return for the financial year of approximately 2.1%.

This figure may be placed into context by comparison with the total return figures over the same period of the Association of Investment Companies' (AIC) 'Property-Debt' sector, of which the Company is a component member, of 1.4% and of the AIC's 'Debt-Loans' sector of 6.84% (Source: Morningstar).

The total value of the Company's portfolio now stands at £24.7m.

REVENUE AND DIVIDENDS

The Company has adhered to the dividend policy established in 2021, namely to pay dividends at a rate of 1 penny per share per quarter, equivalent to 4 pence per share per year in aggregate.

Depending upon the performance of the investment portfolio and considering broader market conditions, a final balancing payment may be made at the end of the financial year, while ensuring the Company continues to comply with the investment trust qualification requirements as prescribed by HMRC in accordance with Chapter 4 of Part 24 Corporation Tax Act 2010.

For the year to 30 November 2025, revenue decreased to 4.8 pence per share (2024: 5.0 pence). The decrease in revenue per share is principally a result of impairments being taken on two loans.

The Board has declared and paid three quarterly interim dividends of 1 penny per share for the year ended 30 November 2025 and I am pleased to report that a fourth interim dividend of 1 penny per share has been declared. This dividend will be paid on 10 April 2026 to shareholders on the register at the close of business on 13 March 2026 (ex-dividend date 12 March 2026).

SHARE BUYBACKS

The Company did not repurchase any of its Ordinary shares during the financial year ending 30 November 2025 (November 2024: 1,256,024).

GEARING

Loan facilities during the year consisted of a £7 million credit facility with Shawbrook Bank Limited. £6.78m was drawn under the loan facility as at 30 November 2025.

The Shawbrook loan facility runs until August 2026, thereby providing adequate liquidity for the Investment Adviser to take advantage of lending opportunities as they arise. Shawbrook has indicated that it remains supportive of the Company and its objectives and expects to renew the loan facility upon expiry.

INVESTMENT PORTFOLIO

The total value of the Company's portfolio now stands at £24.7m, from 16 projects, an increase of £3.6m since last year.

The quality of the underlying loan book continues to be maintained, while the average loan to value (LTV) figure moved from c. 71.2% at 30 November 2024 to c. 69.7% at the financial year end.

New Investments

During the year £9.5m was invested in nine projects. Of these four were new loans, including a £2.4 million, eleven-month facility to fund the construction of a roadside retail scheme in South Shields, a £2.375m two-year facility to renovate a wedding venue in Co. Durham, a £2.35m eighteen month facility to develop seven industrial units near Northallerton, and a £1.236m eighteen month facility to complete a boutique smart hotel in Edinburgh.

Portfolio Exits

Three loans were repaid over the period, bringing the number of exits in the portfolio to 26 since inception. There were also seven partial redemptions, totalling £5.4m during the year including the three exits in the year.

As required under the stringent requirements of accountancy standard IFRS 9, the Company recognises the gross interest receivable on all its loans and then recognises an impairment charge when that interest is not paid by the borrower, and there is not a clear expectation that this can be recovered subsequently. During the year, there were two projects unable to meet their interest requirements in full.

IFRS 9 also requires the Company to consider various credit loss scenarios and assign a risk weighting to these. This calculation generates a provision which is taken as a further impairment for the year. In this period the Company has decreased the provision to £82,000 from the £49,000 that was in place at 30 November 2024. This provision is based on look-forward statements to withstand market-related shocks reflecting current economic uncertainties.

Profit Share Projects

There are currently two profit share projects in the portfolio (November 2024: four) reflecting further progress in our strategic aim to simplify and focus on debt-only products.

The Investment Adviser's Report within the Annual Report and Accounts provides further detail on performance and activity within the loan portfolio. This includes information on deployment of capital, progress on projects undertaken, any profit share received, impairments and uplifts on loans and loan redemptions.

PERFORMANCE SINCE 2018

Since 1 June 2018, the company has provided £60m across 29 new projects. These projects have generated an average Internal Rate of Return (IRR). This is the annual rate of growth an investment is expected to generate, accounting for the time value of money. It is the discount rate that makes the Net Present Value (NPV) of all cash flows (both positive and negative) from a project equal to zero. These projects have generated an average IRR of 9.13% per annum, with only 0.1% of capital write offs, the latter more than covered by associated exit and plot fees.

BOARD OF DIRECTORS

In accordance with the requirements of the UK Corporate Governance Code all Directors will stand for re- appointment at the Company's annual general meeting (AGM).

POST YEAR-END NOTE
I am delighted to report that Michelle Percy, FRICS, was appointed Chief Executive Officer of Develop North PLC with effect from 26 January 2026. Michelle brings extensive experience in regeneration, investment and stakeholder engagement, with a particular focus upon the North East of England. Her appointment enhances the Company's capacity to deliver its growth strategy.

My boardroom colleagues, as well as our management team at Tier One Capital Ltd, look forward to working with Michelle over the months and years ahead.

ANNUAL GENERAL MEETING

The Company's AGM will be held at Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU on Thursday, 30 April 2026 at 12 noon. Visitors are requested to arrive at the reception no later than 11:50 a.m.

The Board strongly encourages all shareholders to exercise their votes in respect of the meeting in advance, by completing and returning their proxy forms to the Company's registrar. This will ensure that the votes are registered.

In addition, shareholders are encouraged to raise any questions in advance of the AGM with the Company Secretary via email to cosec-uk@apexgroup.com or by post to the Company Secretary at the address set out in the Annual Report and Accounts.

Any questions received will be replied to by the Company after the AGM.

OUTLOOK; PLANNED EXPANSION OF THE COMPANY; FUNDRAISING INITIATIVE

Since its inception in 2017, Develop North PLC has successfully sought to unlock investment, drive economic growth, support more jobs and deliver regeneration in the North East of England. Over the succeeding eight years the company has supported more than 43 projects with a combined gross development value (GDV) of more than £280m and helped support an estimated 12,000 jobs. To date, the Company has deployed c.£90m in capital, with 16 projects in its current live portfolio.

We reported last year that near-record figures for business start-ups were being reported across the region, as well as the formation of The North East Combined Authority (NECA) approved by the Government on 18 March 2024.This positive trend has continued. In addition, there has been a pick-up in inward investment from countries and enterprises in the Middle East, aided at least to some extent by the investment in Newcastle United Football Club by Saudi and other business interests.

Building upon this success, beginning in spring 2026, the company plans to transition from a property-backed lending fund to a broader investment strategy, targeting an average NAV total return of 10-11% per annum over the next seven years including 4 per cent. per annum capital uplift based on forecast average value increases and a target dividend of 6-7% per annum of NAV over the next seven years[1]. To this end a prospectus was published on 16 January 2026, a copy of which can be found on the Company's website.

The change in policy, which, by way of post year-end note, was approved by shareholders on 18 February 2026, will enable the Company to allocate the capital that it intends to raise across a wider range of asset classes while continuing to focus on areas where the investment team has deep expertise and strong regional insight. In support of these objectives, three specialist asset managers have been appointed by the Company, subject to certain conditions: Homes or Houses Limited (focused on residential real estate), Broadoak Asset Management Limited (focused on commercial real estate) and Tier One Capital FM Limited (focused on real estate lending).

The enlarged asset management team will bring regional insight and sector expertise, enabling Develop North PLC to identify and execute investments that align with its new investment objective and investment policy. Shareholders will be kept fully informed as to progress regarding the proposed expansion of the Company.

In summary these are exciting times for our Company, not to mention for the North East region in which it is based. The time has come to build upon what has been achieved and to apply the experience gained in operating the Company over a range of testing economic conditions, not least through the COVID pandemic, and target even greater goals.

John Newlands

Chairman

12 March 2026

Investment Adviser's RePORT:

REVIEW OF THE 12 MONTHS TO 30 NOVEMBER 2025

Investment Adviser's Highlights:

· NAV total return of 2.1% for the year to 30 November 2025 and an annualised dividend yield of 5.9% resulting in £1.0m of income distributed to shareholders

· £9.5m deployed into nine projects including four new projects

· Exits of three portfolio projects, bringing the number of exits since inception to twenty six

· Increase in investment income to £2.22m, a 14.6% increase on last year

· 70.3% of funds deployed in North East England reflecting the Company's ongoing commitment to focus operations on our chosen regional markets

This Annual Report and Accounts covers the eighth full year of performance of the Company, since it's listing in January 2017.

The Company's primary purpose is to provide debt finance to the property sector. The Company also benefits from exit fees on redemption of other projects that additionally contributes to the senior and profit lending type.

Progress on the Company's Strategic Objectives:

· Weighted Average interest generated was 9.8% - maintained at the same level as the prior year

· Portfolio value year on year size increased to the highest on record

· Portfolio LTV maintained at 69.7%

· Fund liquidity is being addressed with the issue of a new prospectus in January 2026

· The Investment Policy has been expanded to include three distinct but complementary strategies which positions Develop North to be a key operator in the North East region

The Economic Backdrop and Outlook:

The UK's political and economic landscape continued to evolve throughout 2025 as the Labour government entered its first full year in office. The government has faced a steep learning curve, prompting a more pragmatic dialogue with businesses, particularly following National Insurance changes introduced early in the year.

Economic conditions were mixed in 2025. UK GDP growth slowed compared with mid 2024 levels, despite having averaged around 1.5% year on year through much of the previous year. Inflation, which had briefly fallen to 1.7% in September 2024, rose again to a post election peak of 3.8% across July-September 2025, before easing slightly to 3.6% by October. The Bank of England judged inflation to have peaked and forecast a fall toward 3.2% by March 2026.

The government's economic strategy continued to prioritise inflation reduction and cost of living relief. The 2025 Budget highlighted measures such as a one year freeze on regulated rail fares and prescription charges, reduced energy bills starting April 2026, and additional investment in public services. The UK economy outperformed earlier expectations, with GDP growth for 2025 upgraded to 1.5%, making the UK the second fastest growing G7 economy. Real wages rose faster in 2025 than during the entire decade beginning in 2010.

House prices in 2025 experienced modest growth following a subdued start to the year. Savills revised its mainstream UK house price forecast downward to 1.0% growth for 2025, reflecting geopolitical uncertainty, fluctuating buyer confidence and volatility in monthly price movements. Mortgage rates stabilised around 4%, with further reductions anticipated. Despite concerns over taxation at the higher end of the market, the medium term outlook remains positive, with Savills projecting total growth of 24.5% over the five years to 2029.

Construction sector cost trends in 2025 continued to be shaped by labour pressures and stabilising materials prices. The Office for Budget Responsibility's March 2025 Economic and Fiscal Outlook provided updated forecasts for input costs, public spending and inflation, noting ongoing uncertainty around policy driven cost impacts and wider economic fluctuations. Challenges remain regarding labour availability, though materials cost inflation has eased significantly since its 2022 peak.

The North East of England entered 2025 as one of the UK's strongest-performing regional economies, with twelve consecutive months of rising business activity and the highest increase in new business registrations in the country. Its manufacturing and service output continued to climb, placing the region among the top performers outside London, while sustained demand and rising inflows of new business reflected robust underlying confidence. This momentum has been reinforced by strategic infrastructure investment, including major upgrades to the A1 corridor,Tees Valley rail networks, and transformative renewable-energy projects such as the Eastern Green Link, strengthening the region's role as a national hub for clean energy distribution.

At the same time, the region is benefitting from an inward investment of more than £14 billion, showcasing 23 major development sites and opportunities across clean energy, advanced manufacturing, digital industries, life sciences and the creative sector. Significant projects, such as the £10 billion AI data-centre complex in Northumberland promising more than 4,000 jobs, are accelerating the region's transformation into a centre for innovation, skills development and technology-driven growth. Combined with large-scale housing regeneration and a long-term regional growth plan focused on inclusivity and high-value sectors, the North East is exceptionally well-positioned for sustained economic expansion in 2026 and beyond.

DEPLOYMENT

The Company's portfolio can be broken down as follows:

Despite the ongoing uncertainties faced, we are pleased to report an active year for new transactions, deployments to existing projects together with full and partial exits:

The Company agreed four new facilities during the year:

• Tyne and Wear - £2.40m 11 month facility

• Edinburgh - £1.236m 18 month facility

• North Yorkshire - £2.35m 18 month facility

• Co. Durham - £2.375m 24 month facility

During the year a total of £9.5m was deployed into nine projects including the four new projects mentioned above.

At the year-end, fund deployment totalled £24.7m. The quality of the underlying loan book continues to be maintained with LTV moving from 71.2% at 30 November 2024 to 69.7% at year end.

Portfolio Exits

There were three loans repaid during the year, bringing the number of exits in the portfolio to twenty six since inception.

Partial Redemptions Update

During the year there was £5.4m of partial redemptions across seven of the portfolio projects including the three exits in the year.

Impairments

The Company, in accordance with IFRS 9, recognises the gross interest receivable on all its loans, and then recognises an impairment charge when that interest is not paid by the borrower, and there is not a clear expectation that this can be recovered subsequently. During the year, there were two projects unable to meet their interest requirements in full. For Stage 3 loans, interest income is calculated based on the net carrying amount, which is the gross carrying amount of the financial asset less the calculated impairment.

The ECL provision recognised as at 30 November 2025 has increased by £444k to £1.207m compared to the previous year (2024: £584k). This increase in ECL has been driven by movements in project and other provision movements recognised during the year.

Gearing

In September 2025, the Company refreshed a committed revolving credit facility with Shawbrook Bank for a further year. Again the key driver was headroom and liquidity. This renewal demonstrates the support that the Company has from its lender, and the growing confidence in future deployment given the current strength of pipeline.

BUYBACK PROGRAMME

In November 2024, the Company announced the commencement of a share buyback program. To date the Company has purchased 1,256,207 shares in the market. These shares will be held as treasury shares on the Company's balance sheet.

OUTLOOK
Residential

As at 30 November 2025, 58.2% of deployed funds were invested across nine projects with a residential focus.

This represented a 14.7% decrease over 2024.

Commercial

As at 30 November 2025, 40.9% of deployed funds were invested across seven projects with a commercial focus.

This represented a 150.1% increase over 2024.

PERFORMANCE SINCE 2018

Since 1 June 2018, the company has provided £60.0m across 29 new projects. These projects have generated an average IRR of 9.13% with only 0.1% of capital write offs which have been more than covered by associated exit and plot fees.

The quality and experience of each management team that we are in discussions with will continue to enhance the Company's portfolio and strengthen its reputation in the market. This should lead to the creation of shareholder value that is sustainable in the longer term.

Ian McElroy

Tier One Capital Ltd

12 March 2026

THE INVESTMENT PORTFOLIO AS AT 30 NOVEMBER 2025

Sector	% of Portfolio	LTV* (Nov 25)	Loan Value (Nov 25) £'000s	LTV* (Nov 24)	Loan Value (Nov 24) £'000s
Residential	58.2%	79.1%	14,499	75.3%	17,032
Commercial	40.9%	56.4%	10,208	53.9%	4,082
Cash	0.9%	-	226	-	118
General Impairment	-	-	(82)	-	(49)
Total/Weighted Average	100.0%	69.7%	24,851	71.2%	21,183

*LTV has been calculated using the carrying value of the loans as at the balance sheet date

PRINCIPAL AND EMERGING RISKS

The Board of Directors has overall responsibility for risk management and internal control within the context of achieving the Company's objectives.

The Board and the Investment Adviser seek to ensure that the Company's assets are invested in such a way as to spread investment risk, whilst adhering to its published investment policy. Further details of the management of the Company's key risks are set out below.

The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity, as they operated during the year and up to the approval of the Annual Report.

The Board agrees the strategy of the Company, taking into consideration the Company's risk appetite. With the assistance of the Investment Adviser, the Board has drawn up a risk matrix, which identifies the key risks to the Company, as well as emerging risks. In assessing the risks and how they can be mitigated, the Board has given particular attention to those risks that might threaten the viability of the Company. These key risks fall broadly under the following categories:

· Investment and strategy risk

The Company's targeted returns are targets only and are based on estimates and assumptions about a variety of factors including, without limitation, yield and performance of the Company's investments, which are inherently subject to significant business, economic and market uncertainties and contingencies, all of which are beyond the Company's control and which may adversely affect the Company's ability to achieve its targeted returns. Accordingly, the actual rate of return achieved may be materially lower than the targeted returns, or may result in a partial or total loss, which could have a material adverse effect on the Company's profitability, the NAV and the price of Ordinary shares.

Borrowers under the loans in which the Company invests may not fulfil their payment obligations in full, or at all, and/or may cause, or fail to rectify, other events of default under the loans.

The Board is responsible for setting the investment strategy to achieve the targeted returns and for monitoring the performance of the Investment Adviser and the implementation of the agreed strategy.

An inappropriate strategy could lead to poor capital performance and lower than targeted income yields.

This risk is mitigated through regular reviews and updates with the Investment Adviser, monitoring of the portfolio sectors against the investment restrictions on a quarterly basis and tracking of loan to value ratios of the underlying property projects.

· Market risk

The Company's investment strategy relies in part upon local credit and real estate market conditions. Adverse conditions may prevent the Company from making investments that it might otherwise have made, leading to a reduction in yield and an increase in the default rate.

The Company holds 100% of its assets in the United Kingdom.

To mitigate the market risks, the Board receives quarterly updates from the Investment Adviser containing information on the local market conditions and trends.

This information is reviewed alongside the sector split of the portfolio to ensure the portfolio is aligned to meet future challenges.

· Financial risk

The Company's activities expose it to a variety of financial risks that include interest rate risk, liquidity risk and credit risk. Further details on these risks and the way in which they are mitigated are disclosed in the notes to the financial statements.

· Operational risk

The Company has no employees and relies upon the services provided by third parties. It is primarily dependent on the control systems of the Investment Adviser and Administrator who respectively maintain the assets and accounting records.

Failure by any service provider to carry out its obligations in accordance with the terms of their appointment could have a detrimental effect on the Company.

To mitigate these risks, the Board reviews the overall performance of the Investment Adviser and other key third-party service providers on a regular basis and has the ability to terminate agreements if necessary. The business continuity plans of key third-party service providers are subject to Board scrutiny.

· Legal and Regulatory risk

In order to qualify as an investment trust, the Company must comply with section 1158 of the Corporation Tax Act 2010. The Company has been approved by HM Revenue & Customs as an investment trust. The Company is listed on the London Stock Exchange. Non-compliance with the taxes act or a breach of listing rules could lead to financial penalties and reputational loss.

These risks are mitigated by the Board's review of quarterly financial information and compliance with the relevant rules.

Management Report and Directors' Responsibility Statement

Management report

Listed companies are required by the DTRs to include a management report in their Financial Statements. The information is included in the Strategic Report (together with the sections of the Annual Report and Accounts incorporated by reference) and the Directors' Report within the Annual Report and Accounts. Therefore, a separate management report has not been included.

Directors' responsibility statement

The Directors are responsible for preparing the Annual Report and 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 UK adopted International Financial Reporting Standards (UK adopted IFRS) and with the Companies Act 2006, as applicable to companies reporting under international accounting standards.

Under Company law the Directors must not approve the financial statements unless they are satisfied that, taken as a whole, they are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy and that they give a true and fair view of the state of affairs of the Company and of the total return or loss of the Company for that period. In order to provide these confirmations and in preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and estimates that are reasonable and prudent;

· state whether applicable UK adopted IFRS have been followed, subject to any material departures disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business and the Directors confirm that they have done so.

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 enable them to ensure that the financial statements comply with the Companies Act 2006, where applicable. They are responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The financial statements are published on www. DevelopNorth.co.uk which is a website maintained by the Company's Investment Adviser. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Under applicable UK law and regulations, the Directors are also responsible for preparing a Strategic Report, a Directors' Report, Statement of Corporate Governance and Directors' Remuneration Report that complies with that law and those regulations.

Directors' confirmation statement

Each of the Directors, whose names and functions appear on pages 20 and 21, confirm that to the best of their knowledge:

· the financial statements, prepared in accordance with UK adopted IFRS and with the Companies Act 2006, as applicable to companies reporting under international accounting standards, give a true and fair view of the assets, liabilities and financial position and total return or loss of the Company; and

· The Management Report, referred to herein, which comprises the Chairman's Statement, the Investment Adviser's Report, Strategic Report (including risk factors) and note 17 of the Financial Statements includes a fair review of the development and performance of the business and position of the Company, together with the principal risks and uncertainties that it faces.

The Directors consider that the Annual Report and Accounts taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's position and performance, business model and strategy.

On behalf of the Board

John Newlands, Chairman

12 March 2026

INCOME STATEMENT

		Year ending 30 November 2025				Year ending 30 November 2024
	Notes	Revenue £'000	Capital £'000	Total £'000	Revenue £'000		Capital £'000	Total £'000
REVENUE Investment interest Plot fee income	2	2,222 158	- -	2,222 158	1,938 -		- -	1,938 -
Total revenue		2,380	-	2,380	1,938		-	1,938
Losses on investments held at fair value through profit or loss	8	-	(187)	(187)	-		(143)	(143)
Amortisation of exit fees	8, 9	-	15	15	-		126	126
Total net income		2,380	(172)	2,208	1,938		(17)	1,921
Expenditure Investment adviser fee	3	(60)	-	(60)	(61)		-	(61)
Impairments on investments held at amortised cost	9	-	(445)	(445)	(47)		(75)	(122)
Other expenses	4	(590)	(331)	(921)	(484)		-	(484)
Total expenditure		(650)	(776)	(1,426)	(592)		(75)	(667)
Profit/(loss) before finance costs and taxation		1,730	(948)	782	1,346		(92)	1,254
Finance costs Interest payable		(367)	-	(367)	(84)		-	(84)
Profit/(loss) before taxation		1,363	(948)	415	1,262		(92)	1,170
Taxation	5	-	-	-	-		-	-
Profit/(loss) for the year		1,363	(948)	415	1,262		(92)	1,170
Basic and diluted earnings per share	7	5.46p	(3.80)p	1.66p	5.00p		(0.36)p	4.64p

The accompanying notes form an integral part of the financial statements.

The total column of this statement represents the Company's Income Statement, prepared in accordance with UK adopted IFRS. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations.

There is no other comprehensive income as all income is recorded in the statement above.

Statement of Financial Position

		As at 30 November 2025	As at 30 November 2024
	Notes	£'000	£'000
Non-current assets
Investments held at fair value through profit or loss Loans at amortised cost	8 9	2,327 11,585	- 1,000
		13,912	1,000
Current assets
Investments held at fair value through profit or loss	8	481	2,899
Loans at amortised cost	9	11,808	18,146
Other receivables and prepayments	10	4	17
Cash and cash equivalents		226	115
		12,519	21,177
Total assets		26,431	22,177
Current liabilities
Loan facility	11	(6,779)	(2,100)
Other payables and accrued expenses	12	(300)	(141)
Total liabilities		(7,079)	(2,241)
Net assets		19,352	19,936
Share capital and reserves
Share capital	13	269	269
Share premium		9,094	9,094
Special distributable reserve		10,973	10,973
Capital reserve		(2,110)	(1,162)
Revenue reserve		1,126	762
Equity shareholders' funds		19,352	19,936

Net asset value per ordinary share		77.48p	79.81p

The accompanying notes form an integral part of the financial statements.

These financial statements were approved by the Board of Directors of Develop North PLC (a public limited company incorporated in England and Wales with company number 10395804) and authorised for issue on 12 March 2026. They were signed on its behalf by:

John Newlands

Chairman

Statement of Changes in Equity

For the year ending 30 November 2025	Share capital	Share premium	Special distributable reserve	Capital reserve	Revenue reserve	Total
	£'000	£'000	£'000	£'000	£'000	£'000
At beginning of the year	269	9,094	10,973	(1,162)	762	19,936
Total comprehensive income for the year:
(Loss)/profit for the year	-	-	-	(948)	1,363	415
Transactions with owners recognised directly in equity:
Dividends paid (Note 6)	-	-	-	-	(999)	(999)
At 30 November 2025	269	9,094	10,973	(2,110)	1,126	19,352
For the year ending 30 November 2024	Share capital	Share premium	Special distributable reserve	Capital reserve	Revenue reserve	Total
	£'000	£'000	£'000	£'000	£'000	£'000
At beginning of the year	269	9,094	12,267	(1,059)	133	20,704
Total comprehensive income for the year:
Profit for the year	-	-	-	(92)	1,262	1,170
Transactions with owners recognised directly in equity:
Dividends paid (Note 6) Repurchase of shares into treasury (Note 13)	- -	- -	(386) (908)	- (11)	(633) -	(1,019) (919)
At 30 November 2024	269	9,094	10,973	(1,162)	762	19,936

Cash Flow Statement

		Year ending 30 November 2025	Year ending 30 November 2024
	Notes	£'000	£'000
Operating activities
Profit before taxation		415	1,170
Losses on investments held at fair value through profit and loss		187	143
Impairments on loans at amortised cost		445	75
Amortisation of exit fees		(47)	(126)
Interest expense		367	84
Changes in working capital
Increase in loan interest receivable on investments held at fair value through profit and loss	8	(121)	(84)
Increase in loan interest receivable on loans at amortised cost	9	(476)	(152)
Decrease/(increase) in other receivables	10	13	(4)
Increase/(decrease) in other payables	12	159	(50)
Net cash inflow from operating activities after taxation		942	1,056
Investing activities
Loans given	9	(9,557)	(9,151)
Loans repaid	8, 9	5,413	6,978
Net cash (OUTFLOW)/INFLOW from investing activities		(4,144)	(2,173)
Financing
Equity dividends paid	6	(999)	(1,019)
Repurchase of shares into Treasury	13	-	(919)
Bank loan drawn down	14	4,679	6,125
Repayment of bank loan	14	-	(4,025)
Interest paid		(367)	(84)
Net cash INFLOW/(OUTFLOW) from financing		3,313	78
(DECREASE)/Increase in cash and cash equivalents		111	(1,039)
Cash and cash equivalents at the start of the year		115	1,154
Cash and cash equivalents at the end of the year		226	115

Notes to the Financial Statements

1. Accounting Policies

Significant Accounting Policies

(a) Basis of Preparation

The financial statements of Develop North PLC have been prepared in accordance with UK adopted IFRS and with the Companies Act 2006, as applicable to companies reporting under international accounting standards. The financial statements were also prepared in accordance with the Statement of Recommended Practice, Financial Statements of Investment Trust Companies and Venture Capital Trusts (SORP) issued by the AIC (as issued in July 2022), where this guidance is consistent with UK adopted IFRS.

The financial statements have been prepared on a going concern basis under the historical cost convention, except for certain financial investments which are measured at fair value.

The notes and financial statements are presented in pounds sterling (being the functional currency and presentational currency for the Company) and are rounded to the nearest thousand except where otherwise indicated.

The Company reviews forthcoming changes to UK adopted IFRS and does not anticipate material changes as a result of these.

NEW STANDARDS OR AMENDMENTS FOR 2025 FOR FORTHCOMING REQUIREMENTS

The following amendments are effective for annual reporting periods beginning on or after 1 January 2025:

•Lack of Exchangeability (Amendments to IAS 21)

The following amendments are effective for annual reporting periods beginning on or after 1 January 2026:

•Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

IFRS 18 Presentation and Disclosure in Financial Statements is effective for annual reporting periods beginning on or after 1 January 2027.

The Directors do not expect the above new standards and interpretations to have a significant impact on the financial statements.

GOING CONCERN

The Financial Statements have been prepared on a going concern basis. The disclosures on going concern within the Directors' Report form part of these financial statements.

INTEREST INCOME

For financial instruments measured at amortised cost, the effective interest rate method is used to measure the carrying value of a financial asset or liability and to allocate associated interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts over the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability. In calculating the effective interest rate, the cash flows are estimated considering all contractual terms of the financial instrument but does not consider expected credit losses. The calculation includes all fees received and paid and costs borne that are an integral part of the effective interest rate.

On an ongoing basis the Investment Adviser assesses whether there is evidence that a financial asset is impaired. The basis of calculating interest income on the three stages of impairment (detailed below) are as follows:

Stage 1 Interest is calculated on the gross outstanding principal

Stage 2 Interest is calculated on the gross outstanding principal

Stage 3 Interest income is calculated based on the net carrying amount, which is the gross carrying amount of the financial asset less the calculated impairment

EXPENSES

Expenses are accounted for on an accruals basis. The Company's administration fees, finance costs and all other expenses are charged through the Income Statement and are charged to revenue. Fees incurred in relation to operational costs of the loan portfolio, such as legal fees, are charged through the Income Statement and are charged to capital.

DIVIDENDS TO SHAREHOLDERS

Interim dividends declared during the year are recognised when they are paid. Any final dividends declared are recognised when they are approved by the Shareholders at the Annual General Meeting.

TAXATION

Taxation on the profit or loss for the period comprises current and deferred tax. Taxation is recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is also recognised in other comprehensive income or directly in equity respectively.

Current tax is the expected tax payable on the taxable income for the period, using tax rates and laws enacted or substantively enacted at the reporting date.

Deferred income taxes are calculated using rates and laws that are enacted or substantivity are expected to apply as or when the associated temporary differences reverse. Deferred income tax is provided using the liability method on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which deductible temporary differences, carried forward tax credits or tax losses can be utilised. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities. Deferred income is recognised in profit or loss unless it relates to a transaction recorded in other comprehensive income or equity, in which case it is also recognised in other comprehensive income or directly in equity respectively.

FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The financial assets and financial liabilities are classified at inception into the following categories:

Amortised cost:

Financial assets that are held for collection of contractual cash flows where those cash flows represent SPPI ('solely payment of principal and interest') and that are not designated at fair value through profit and loss are measured at amortised cost. The carrying amount of these assets is adjusted by any expected credit loss allowance as described in the impairment note below.

The Company's cash and cash equivalents, other receivables, other payables and accruals, and the Company's loan facility are included within this category.

Fair value through profit and loss:

The Company has a number of borrower facilities in which it received a minority equity stake or exit fee mechanism in conjunction with providing those loan facilities. These loans are recognised at fair value through profit and loss. The fair value of the contracts is monitored and reviewed quarterly using discounted cash flow forecasts based on the estimated cash flows that will flow through from the underlying development project. A sensitivity analysis is included in Note 16.

Any values attributed to the equity stakes of these borrowers are incorporated into the overall loan valuation.

Exit fees:

Some of the financial assets measured at amortised costs have an exit fee. There are two types of exit fees; those recognised at the end of the term of the financial asset once it has been repaid, and those recognised during the term of the financial instrument where here they are linked to specific events such as plot sales.

IMPAIRMENT

At initial recognition, an impairment allowance is required for ECL resulting from possible default events within the next 12 months. When an event occurs that increases the credit risk, an allowance is required for ECL for possible defaults over the term of the financial instrument.

The key inputs into the measurement of ECL are probability of default (PD), loss given default (LGD), and exposure at default (EAD). These inputs are then considered and applied against residential and commercial facilities in the loan book. ECL are calculated by multiplying the PD by LGD and EAD.

PD has been determined by considering the local market where the underlying assets are situated, economic indicators including inflationary pressures on build costs, government policy, and market sentiment. For residential loans this has been further broken down into two scenarios; where only sales risk is still present, and where both construction risk and sales risk still exist. LGD is the magnitude of the likely loss if there is a default. The LGD models consider the structure, collateral, seniority of the claim, and recovery costs of any collateral that is integral to the financial asset. LTV ratios are a key parameter in determining LGD. LGD estimates are recalibrated for different economic scenarios and, for lending collateralised by property, to reflect possible changes in property prices. EAD represents the expected exposure in the event of a default. The Company derives the EAD from the current exposure to the borrower. The EAD of a financial asset is its gross carrying amount at the time of default. EAD for residential facilities has been further broken down into two scenarios; where the build is complete, and where construction is ongoing.

A financial asset is credit-impaired when one or more events that have occurred have a significant impact on the expected future cash flows of the financial asset. It includes observable data that has come to our attention regarding one or more of the following events:

· delinquency in contractual payments of principal and interest;

· cash flow difficulties experienced by the borrower;

· initiation of bankruptcy proceedings;

· the borrower being granted a concession that would otherwise not be considered;

· observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio; and

· a significant decrease in assets values held as security.

Impairment of financial assets is recognised on a loan-by-loan basis in stages:

· Stage 1: A general impairment covering what may happen within the next 12 months, based on the adoption of BIS standards as outlined below.

· Stage 2: Significant increase in credit risk, where the borrower is in default, potentially in arrears, where full repayment is expected and the underlying asset value remains robust. The ECL calculation recognises the lifetime of the loan.

· Stage 3: Credit impaired, where the borrower is in default of their loan contract, in arrears, full loan repayment is uncertain and there is a shortfall in underlying asset value. The ECL calculation recognises likely failure of the borrower.

As at 30 November 2025, there were sixteen loans (November 2024: sixteen in the portfolio. Two of those projects supported included either an equity stake of at least 25% for the Company. Please see Note 8 for details on these twoprojects.

The Board has deemed that five projects (November 2024: seven); are currently impaired and specific additional provisions have been made against these facilities in these financial statements.

The other eleven loans have been assessed as not impaired.

The Company's response to IFRS 9 requirements has been based on the Bank for International Settlements (BIS) Basel Supervisory Committee liquidity risk tool recommendations.

FAIR VALUE HIERARCHY

Accounting standards recognise a hierarchy of fair value measurements for financial instruments which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The classification of financial instruments depends on the lowest significant applicable input, as follows:

· Level 1 - Unadjusted, fully accessible and current quoted prices in active markets for identical assets or liabilities. Examples of such instruments would be investments listed or quoted on any recognised stock exchange.

· Level 2 - Quoted prices for similar assets or liabilities, or other directly or indirectly observable inputs which exist for the duration of the period of investment. Examples of such instruments would be forward exchange contracts and certain other derivative instruments.

· Level 3 - External inputs are unobservable. Value is the Directors' best estimate, based on advice from relevant knowledgeable experts, use of recognised valuation techniques and on assumptions as to what inputs other market participants would apply in pricing the same or similar instrument.

All loans are considered Level 3.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash in hand and short-term deposits in banks with an original maturity of three months or less from inception.

OTHER RECEIVABLES

Other receivables do not carry interest and are short-term in nature. There were no irrecoverable amounts accounted for at the year end or the prior period end.

RESERVES SHARE PREMIUM

The surplus of net proceeds received from the issuance of new shares over their par value is credited to this account and the related issue costs are deducted from this account.

CAPITAL RESERVE

The following are accounted for in the capital reserve:

· Capital charges and costs relating to the issuance of the new Prospectus;

· Increases and decreases in the fair value of and impairments of loan capital held at the year end

As at year end the Capital Reserve comprises both realised and unrealised gains and losses and so does not contain distributable reserves.

REVENUE RESERVE

The net profit/(loss) arising in the revenue column of the Income Statement is added to or deducted from this reserve which is available for paying dividends.

SPECIAL DISTRIBUTABLE RESERVE

Cancellation of the initial launch share premium account created a reserve that is available for paying dividends and the repurchase of shares. The Special Distributable reserve is used to prevent the revenue reserve going into a negative position when paying distributions.

REPURCHASE OF SHARES TO HOLD IN TREASURY

The cost of repurchasing ordinary shares to hold in Treasury is charged to the Special Distributable reserve and the related stamp duty and transaction cost is charged to the 'Capital reserve' and dealt with in the Statement of Changes in Equity. Share repurchase transactions are accounted for on a trade date basis.

SEGMENTAL REPORTING
The Chief Operating Decision Maker is the Board of Directors. The Directors are of the opinion that the Company is engaged in a single segment of business, being the investment of the Company's capital in financial assets comprising loans. All loan income is derived from the UK. The Company derived revenue totalling £948,000 (November 2024: £789,000) where the amounts from three (November 2024: two) individual borrowers each exceeded 10% or more of the Company's revenue. The individual amounts were £353,000, £344,000 and £251,000 (November 2024: £429,000 and £360,000).

USE OF SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenue and expenses during the year. The nature of the estimation means that actual outcomes could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The key driver to determine whether loans are classified as fair value through profit or loss or amortised cost is if the facility has an exit fee or equity stake attached. Where these are present the loan is classified as fair value through profit or loss.

The following are areas of particular significance to the Company's financial statements and include the use of estimates or the application of judgement:

CRITICAL JUDGEMENTS AND ESTIMATES IN APPLYING THE COMPANY'S ACCOUNTING POLICIES - INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS:

The Company owns profit share holdings or has exit fees mechanism in relation to two of the borrowers in place as at the year end. The investments held have been designated at fair value through profit and loss. The determination of the fair value requires the use of estimates. A sensitivity analysis is included in Note 16. The key uncertainties are around the timings and amounts of both drawdown and repayments as these are determined by construction progress and the timing of sales.

As at 30 November 2025 the Company holds two investments that are classified and measured at fair value through profit or loss. In determining the fair value of these loans, a key source of estimation uncertainty is the expected sales price of the underlying exposure.

The estimated sales price is based on management's assessment at the reporting date, taking into account available market information and, where appropriate, external evidence such as independent risk valuations and third-party pricing information. The valuation therefore involves judgement and estimation, particularly where observable market inputs are limited.

A sensitivity analysis demonstrating the impact of changes in key assumptions on the fair value of the investments measured at fair value through profit or loss is set out in Note 8.

CRITICAL JUDGEMENTS AND ESTIMATES IN APPLYING THE COMPANY'S ACCOUNTING POLICIES - LOANS AMORTISED COST CLASSIFICATION AND IMPAIRMENTS:

The Company uses critical judgements to determine whether it accounts for its loans at either amortised cost using the effective interest rate method less impairment provisions or at fair value through profit and loss. The determination of the required impairment adjustment requires the use of estimates. The key uncertainties are around the timings and amounts of both drawdown and repayments as these are determined by construction progress and the timing of sales. See Note 9 for further details.

CLASSIFICATION OF FVPL AND AMORTISED COST LOANS AS CURRENT OR NON-CURRENT

The classification of loans as current or non-current is based on the directors' assessment of the expected timing of realisation or settlement of each loan.

Loans classified as current are those which the directors expect to complete or be settled within twelve months of the reporting date. This assessment is based on the contractual terms of the loan agreements, including stated maturity dates, together with information known and available at the reporting date regarding the borrower's position and expected exit or repayment profile.

Loans are classified as non-current where the directors do not expect settlement within twelve months of the reporting date or have a maturity date which is more than 12 months from 30 November 2025.

Each loan agreement includes a contractual maturity circumstances of the loan, including ongoing negotiations, repayment history and expected recovery strategy, in order to determine whether classification as current or non-current remains appropriate.

2. REVENUE

30 November 2025

£'000

30 November 2024

£'000

Interest from loans

Other income

2,213

1,938

Total income

2,222

1,938

3. Investment Adviser's Fees

Investment Adviser

During the reporting period, in its role as the Investment Adviser, Tier One Capital Ltd was entitled to receive from the Company an investment adviser fee which is calculated and paid quarterly in arrears at an annual rate of 0.25% per annum of the prevailing NAV if less than £100m; or 0.50% per annum of the prevailing NAV if £100m or more. From 18 February 2026, the fee was set at a flat annual rate of 0.35% of NAV.

There is no balance accrued for the Investment Adviser for the period ended 30 November 2025 (year to 30 November 2024: £nil).

There are no performance fees payable.

30 November 2025

£'000

30 November 2024

£'000

Investment Adviser fee

4. Operating expenses

	30 November 2025		30 November 2024
	Revenue	Capital	Revenue	Capital
	£'000	£'000	£'000	£'000
Legal and professional	3	-	3	-
Directors' fees	121	-	85	-
Audit fees related to the audit of the financial statements	84	-	72	-
Fund Administration and Company Secretarial	89	-	101	-
Brokers' fees	32	-	30	-
Marketing fees	153	-	10	-
AIFM fee	6	-	18	-
Other expenses	102	331	165	-
Total other expenses	590	331	484	-

* Other expenses within capital arose from the costs associated with the issue of the Prospectus and Company's fundraise and these are considered exceptional for the year ending 30 November 2025. This also includes £48k of non‑audit fees for the year, which relate to reporting accountant work provided as part of non‑audit services..

All expenses are inclusive of VAT where applicable. Further details on Directors' fees can be found in the Directors' Remuneration Report within the Annual Report.

5. Taxation

As an investment trust the Company is exempt from corporation tax on capital gains. The Company's revenue income from loans is subject to tax, but offset by any interest distribution paid, which has the effect of reducing the corporation tax. The interest distribution may be taxable in the hands of the Company's shareholders.

	30 November 2025 £'000	30 November 2024 £'000
UK corporation tax at 25% (November 2024:25%)	-	-
Deferred taxation	-	-
Tax on profit on ordinary activities	-	-
Reconciliation of tax charge
Profit on ordinary activities before taxation	415	1,170
Taxation at standard corporation tax rate 25% (November 2024: 25%)	104	293
Effects of:
Expenses/(Income) not subject to tax	198	23
Interest distributions	(250)	(255)
Utilisation of losses not recognised for deferred tax purposes	(52)	(61)
Tax charge for the year	-	-

There is an unrecognised deferred tax asset not recognised on losses of £209,107 (November 2024: £265,833) calculated at the relevant deferred tax rate of 25%. There is no expiry date for the recognition of the unrecognised deferred tax asset.

6. Ordinary dividends

	30 November 2025		30 November 2024
	Pence per share	£'000	Pence per share	£'000
Dividends paid in the year relating to previous year:
Interim dividend for the quarter ended August, paid in December	1.0	250	1.0	262
Interim dividend for the quarter ended November, paid in April	1.0	250	1.0	257
Dividends paid during and relating to the year:
Interim dividend for the quarter ended February, paid in June	1.0	250	1.0	250
Interim dividend for the quarter ended May, paid in October	1.0	249	1.0	250
Total dividends paid in the year		999		1,019

Of the dividends paid in the year, £nil (November 2024: £386,000) has been paid from the Special distributable reserve. This is to ensure the Revenue reserve does not go into a negative position.

The Company intends to distribute at least 85% of its distributable income earned in each financial year in the form of dividends. A third interim dividend of 1.0 pence per share was declared on 8 December 2025, payable on 12 January 2026. On 26 February 2026, the Company declared a fourth interim dividend of 1.0 pence per share for the quarter ended 30 November 2024, payable on 10 April 2026.

7. Earnings per share

The revenue, capital and total return per ordinary share is based on each of the profit after tax and on 24,978,201 ordinary shares (2024: 25,246,760), being the weighted average number of ordinary shares in issue (excluding shares held in Treasury of 1,945,862 (2024: 1,945,862) throughout the year. During the year there were no dilutive instruments held, therefore the basic and diluted earnings per share are the same.

8. Investments held at fair value through profit or loss

The Company's investment held at fair value through profit or loss represents its profit share arrangements whereby the Company owns 25.1% or has an exit fee mechanism for four companies.

	30 November 2025 £'000	30 November 2024 £'000
Opening balance	2,899	3,024
Principal repayments	(25)	(66)
Movements in interest receivable	121	84
Unrealised (losses)/gains on investments held at fair value through profit or loss	(187)	(143)
Total investments held at fair value through profit and loss	2,808	2,899
Split:
Non-current assets: Investments held at fair value through profit and loss due for repayment after one year	2,327	-
Current assets: Investments held at fair value through profit and loss due for repayment under one year	481	2,899
Please refer to note 16 for details of the approach to valuation and sensitivity analysis.

The investments held at fair value through profit or loss comprise loans with associated profit share arrangements. As described in Note 1 (Critical judgements and estimates in applying the company's accounting policies - investments at fair value through profit or loss), the fair value of these instruments is determined using discounted cash flow models.

A key unobservable input within these models is the estimated sales price of the underlying development assets. The sales price assumption has a direct impact on forecast cash flows and therefore on the resulting fair value of the investments. Management considers this to be a significant judgement in the valuation process.

In order to assess valuation uncertainty, the Company has performed sensitivity analysis on the sales price assumption for both investments measured at fair value through profit or loss.

The analysis assumes:

• A 10% decrease in forecast sales prices; and

• A 10% increase in forecast sales prices,

with all other variables, including timing of cash flows and discount rates, held constant.

Scenario	Fair value (£m)	Movement (£m)
Reported fair value at 30 November 2025	2.81	-
10% decrease in sales prices	2.55	(0.26)
10% increase in sales prices	3.08	0.27

A 10% reduction in forecast sales prices would decrease the fair value of the portfolio by approximately £0.26 million. Conversely, a 10% increase in forecast sales prices would increase the fair value by approximately £0.27 million.

The relationship between sales prices and fair value is broadly linear in nature for the range of scenarios tested. The sensitivity analysis does not reflect the interdependence of assumptions, and actual outcomes may differ. In practice, changes in sales prices may also be accompanied by changes in build costs, absorption rates, or discount rates, which could either mitigate or amplify the impact on fair value.

9. Loans at amortised cost

	30 November 2025 £'000	30 November 2024 £'000
Opening balance	19,146	16,704
Loans deployed	9,557	9,151
Principal repayments	(5,388)	(6,912)
Movements in interest receivable	476	152
Movement in impairments	(445)	(75)
Amortisation of exit fees	47	126
Total loans at amortised cost	23,393	19,146
Split: Non-current assets: Loans at amortised cost due for repayment after one year	11,585	1,000
Current assets: Loans at amortised cost due for repayment under one year	11,808	18,146

The Company's loans held at amortised cost are accounted for using the effective interest method. The carrying value of each loan is determined after taking into consideration any requirement for impairment provisions during the year, allowances for impairment losses amounted to £445,000 (November 2024: £75,000).

Movements in allowances for impairment losses in the year

	Nominal value £'000
at 1 December 2024	762
Provisions for impairment losses	445
at 30 November 2025	1,207
Stage 1 provisions at 1 December 2024	49
Provisions for impairment losses	33
Stage 1 provisions at 30 November 2025	82
Stage 2 provisions at 1 December 2024	15
Provisions for impairment losses	(15)
Stage 2 provisions at 30 November 2025	-
Stage 3 provisions at 1 December 2024	699
Increase in ECL	411
Movement from stage 2	15
Stage 3 provisions at 30 November 2025	1,125

Stage 1, 2, and 3 are referenced in more detail below.

10. Receivables

30 November

2025

£'000

30 November

2024

£'000

Prepayments

Total receivables

11. loan facility

30 November

2025

£'000

30 November

2024

£'000

Bank loan

6,779

2,100

The Company increased its loan facility with Shawbrook Bank Limited to £7m, expiring in August 2026. £6.78m was drawn down at the year end.

The facility is secured against a debenture over the assets of the Company.

12. Other Payables

30 November

2025

£'000

30 November

2024

£'000

Other payables and accruals

300

141

Total other payables

300

141

13. Share Capital

	2025	2024
Allotted, issued and fully paid	£'000	£'000
24,978,201 (November 2024: 24,978,201) ordinary shares of 1p each*	250	250
1,945,862 (November 2024: 1,945,862) ordinary shares of 1p held in Treasury	19	19
26,924,063 (November 2024: 26,924,063) total ordinary shares of 1p each	269	269

* The Ordinary Shares (excluding shares held in Treasury) are eligible to vote and have the right to participate in either an interest distribution or participate in a capital distribution (on winding up).

No shares were issued by the Company during the year (November 2024: nil).

No shares were bought back by the Company during the year (November 2024: 1,256,024 at a cost of £919,000).

There were no shares bought back between 1 December 2025 and 10 March 2026.

14. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

At 30 November 2024

£'000

Cash

flows

£'000

Non-cash

flows

£'000

At 30 November

2025

£'000

Short term borrowings

2,100

4,679

6,779

Total liabilities from financing activities

2,100

4,679

6,779

At 30 November 2023

£'000

Cash

flows

£'000

Non-cash

flows

£'000

At 30 November

2024

£'000

Short term borrowings

2,100

Total liabilities from financing activities

2,100

15. Related Parties

The Directors are considered to be related parties. No Director has an interest in any transactions which are, or were, unusual in their nature or significant to the nature of the Company.

The Directors of the Company received £120,730 fees for their services during the year to 30 November 2025 (30 November 2024: £85,000). £nil was payable at the period and prior year end.

Ian McElroy is Chief Executive of Tier One Capital Ltd and is a founding shareholder and director of the firm.

Tier One Capital Ltd received £59,954 investment adviser's fee during the year (30 November 2024: £60,613) and £nil was payable at the year end (30 November 2024: £nil). Tier One Capital Ltd receives up to a 20% margin and arrangement fee for all loans it facilitates.

There are various related party relationships in place with the borrowers as below:

The following related parties arise due to the opportunity taken to advance the profit share contracts:

· Coalsnaughton

Develop North PLC owns 40.1% of the borrower Kudos Partnership. The loan amount outstanding as at 30 November 2025 was £1.71m (30 November 2024: £1.97m). Transactions in relation to loans made during the year amounted to £nil (30 November 2024: £nil). Interest due to be received as at 30 November 2025 was £621,000 (30 November 2024: £513,000). Interest received during the year amounted to £nil (30 November 2024: £20,000).

· Oswald Street

Develop North PLC owns 25.1% of the Riverfront Property Limited Partnership. The loan amount outstanding as at 30 November 2025 was £448,000 (30 November 2024: £448,000). Transactions in relation to loans made during the year amounted to £nil (30 November 2024: £nil). Interest due to be received as at 30 November 2025 was £21,000 (30 November 2024: £8,000). Interest received during the year amounted to £49,000 (30 November 2024: £49,000).

16. Financial Instruments

Consistent with its objective, the Company holds a diversified portfolio of fixed rate loans secured with collateral in the form of; land or property in the UK, charges held over bank accounts and personal or corporate guarantees. The benefit of a related profit share or exit fee mechanism may also be agreed. In addition, the Company's financial instruments comprise cash and receivables and payables that arise directly from its operations. The Company does not have exposure to any derivative instruments.

The Company is exposed to various types of risk that are associated with financial instruments. The most important types are credit risk, liquidity risk, interest rate risk and market price risk. There is no foreign currency risk as all assets and liabilities of the Company are maintained in pounds sterling.

The Board reviews and agrees policies for managing the Company's risk exposure. These policies are summarised below:

CREDIT RISK

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company.

In the event of default by a borrower if it is in financial difficulty or otherwise unable to meet its obligations under the agreement, the Company will suffer an interest shortfall and potentially a loss of capital. This potentially will have a material adverse impact on the financial condition and performance of the Company and/or the level of dividend cover. Management determines concentrations of risk by assessing the characteristics of each borrower and including these in the underwriting process. The most applicable of these are the geographical location of the projects and the economic sector the borrowers operate in. The Board receives regular reports on concentrations of risk and the performance of the projects underlying the loans, using loan to value percentages to help monitor the level of risk. The Investment Adviser monitors such reports in order to anticipate, and minimise the impact of, default.

There were financial assets which were considered impaired at 30 November 2025, with impairments amounting to £1,207,000 (30 November 2024: £762,000). Our maximum exposure to credit risk as at 30 November 2025 was £26,431,000 (30 November 2024: £22,177,000).

All of the Company's cash is placed with financial institutions with a long-term credit rating of A or better. Bankruptcy or insolvency of such financial institutions may cause the Company's ability to access cash placed on deposit to be delayed or limited. Should the credit quality or the financial position of the banks currently employed significantly deteriorate, cash holdings would be moved to another bank.

The carrying amount for investments held at fair value through profit or loss best represents the maximum exposure to credit risk. The Company holds assets as collateral against loans issued. The loan portfolio with carrying value of £26.2m has been pledged as security.

Further details on the exposure to, and management of, credit risk by the Company is included in both the Investment Advisor's report and the Strategic Report within the Annual Report.

Loans held at amortised cost as at 30 November 2025
	Total £'000
Stage 1	16,053
Stage 2	7,065
Stage 3	275
	23,393

Loans held at amortised cost as at 30 November 2024
	Total £'000
Stage 1	9,821
Stage 2	9,050
Stage 3	275
	19,146

LIQUIDITY RISK

Liquidity risk is the risk that the Company will encounter difficulties in realising assets or otherwise raising funds to meet financial commitments. The Company's investments comprise loans.

Property and property-related assets in which the Company invests via loans are not traded in an organised public market and are relatively illiquid assets, requiring individual attention to sell in an orderly way. As a result, the Company may not be able to liquidate quickly its investments in these loans at an amount close to their fair value in order to meet its liquidity requirements.

The Company's liquidity risk is managed on an ongoing basis by the Investment Adviser and monitored on a quarterly basis by the Board. In order to mitigate liquidity risk the Company has a comprehensive three-year cash flow forecast that aims to have sufficient cash balances, taking into account projected drawdowns on the live facilities to meet its obligations for a period of at least 12 months. At the reporting date, the maturity of the financial assets and liabilities was:

Financial assets as at 30 November 2025
	In one year £'000	In two or more years £'000	Total £'000
Cash and cash equivalents	226	-	226
Loans at amortised cost	11,808	11,585	23,393
Investments held at fair value	481	2,327	2,808
Total	12,515	13,912	26,427

Financial assets as at 30 November 2024
	In one year £'000	In two or more years £'000	Total £'000
Cash and cash equivalents	115	-	115
Loans at amortised cost	18,146	1,000	19,146
Investments held at fair value	2,899	-	2,899
Total	21,160	5,117	22,160

Financial liabilities as at 30 November 2025
	In one year £'000	In two or more years £'000	Total £'000
Bank loan	6,779	-	6,779
Total	6,779	-	6,779

Financial liabilities as at 30 November 2024
	In one year £'000	In two or more years £'000	Total £'000
Bank loan	2,100	-	2,100
Total	2,100	-	2,100

INTEREST RATE RISK

The interest rate profile of the Company was as follows:

as at 30 November 2025
	Financial net assets on which no interest is paid £'000	Fixed rate Financial Assets £'000	Variable rate financial net assets £'000	Total £'000
Other receivables and prepayments	4	-	-	4
Loan interest receivable	1,576	-	-	1,576
Other payables and accrued expenses	(300)	-	-	(300)
Cash and cash equivalents	226	-	-	226
Loan facility	-	-	(6,779)	(6,779)
Investments held at fair value through profit and loss	-	2,166	-	2,166
Loans at amortised cost	-	22,459	-	22,459
Total	1,506	24,625	(6,779)	19,352

as at 30 November 2024
	Financial net assets on which no interest is paid £'000	Fixed rate Financial Assets £'000	Variable rate financial net assets £'000	Total £'000
Other receivables and prepayments	17	-	-	17
Loan interest receivable	979	-	-	979
Other payables and accrued expenses	(141)	-	-	(141)
Cash and cash equivalents	115	-	-	115
Loan facility Investments held at fair value through profit and loss	- -	- 2,378	(2,100) -	(2,100) 2,378
Loans at amortised cost	-	18,688	-	18,688
Total	970	21,066	(2,100)	19,936

Shawbrook provide a working capital facility which is capped at 35% of the NAV of the Company.

Sensitising the equity discount rate has immaterial impact on the loans held at fair value.

MARKET PRICE RISK

The management of market price risk is part of the investment management process and is typical of an investment company. The portfolio is managed with an awareness of the effects of adverse valuation movements through detailed and continuing analysis, with an objective of maximising overall returns to shareholders. Investments in property and property-related assets are inherently difficult to value due to the individual nature of each property. As a result, valuations are subject to substantial uncertainty. There is no assurance that the estimates resulting from the valuation process will reflect the actual sales price even where such sales occur shortly after the valuation date. Such risk is minimised through the appointment of external property valuers. The basis of valuation of the loan portfolio is set out in detail in the accounting policies. The inputs into the DCF models are the forecast monthly cashflows including sales values and build costs, the discount rate which is the imputed interest rate at the time the facility was entered into adjusted for any movements in the risk free rate as at current year end, and a 30% (November 2024: 30%) discount rate for the equity element to reflect the higher level of uncertainty. Any changes in market conditions will directly affect the profit and loss reported through the Income Statement. Details of the Company's investment portfolio held at the balance sheet date are disclosed in the Investment Adviser's Review within the Annual Report and Accounts. A 10% fall in the sales value of the residential development projects and a 10% reduction in asset value of commercial and investment property assets for those loans held at fair value would have resulted in a further impairment to the portfolio of £439,000 as at 30 November 2025 (30 November 2023: £439,000). The calculations are based on the property valuations at the respective balance sheet date and are not representative of the year as a whole, nor reflective of future market conditions.

VALUATION OF FINANCIAL INSTRUMENTS

30 November 2025
	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Investments held at fair value through profit and loss	-	-	2,808	2,808
Total	-	-	2,808	2,808

30 November 2024
	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Investments held at fair value through profit and loss	-	-	2,899	2,899
Total	-	-	2,899	2,899

A reconciliation of fair value measurements in Level 3 is set out in the following table:

	30 November 2025 £'000	30 November 2024 £'000
Opening Balance	2,899	3,024
Loans deployed	-	-
Principal repayments	(25)	(67)
Movements in interest receivable	121	85
Unrealised losses on investments held at fair value through profit or loss	(187)	(143)
Amortisation of exit fees	-	-
Closing Balance	2,808	2,899

17. CAPITAL MANAGEMENT

The Company's capital is represented by the Ordinary Shares, share premium, capital reserves, revenue reserve and special distributable reserve. The Company is not subject to any externally imposed capital requirements.

The capital of the Company is managed in accordance with its investment policy, in pursuit of its investment objective. Capital management activities may include the allotment of new shares, the buy back or re-issuance of shares from treasury, the management of the Company's discount to NAV and consideration of the Company's net gearing level.

18. Post Balance Sheet Events

· Since the year end £200,000 has been drawndown and £500,000 repaid on the Shawbrook loan facility.

· On 8 December 2025, a third interim dividend of 1.0 pence per share was declared, paid on 12 January 2026.

· On 26 February 2026, a fourth interim dividend of 1.0 pence per share was declared, payable on 10 April 2026.

· Subsequent to the year end, the Company commenced a fundraise expected to complete in April 2026. The proceeds are intended to support the Company's revised investment strategy adopted on 18 February 2026.The revised policy introduces formal allocation ranges across asset classes and will apply fully once the Company's NAV reaches £100 million.

· The Company also adopted new Articles of Association in connection with these changes.

· Michelle Percy was appointed as CEO of the Company on 26 January 2026.

These events occurred after the reporting date and have not been reflected in the financial statements.

For further information regarding the Company (Ticker: DVNO) (LEI: 213800EXPWANYN3NEV68) please call:

Tier One Capital Ltd (Investment Adviser)

Ian McElroy/Brendan O'Grady

+44 (0) 191 222 0099

Cavendish Capital Markets Ltd (Financial Adviser and Broker)

Andrew Worne

+44 (0) 207 220 0500

Apex Fund Administration Services (UK) Limited (Secretary)

+44 (0) 1245 398950

ENDS

Annual Report and Financial Statements

The Annual Report and Financial Statements will be posted to shareholders and will shortly be available on the Company's website (www.DevelopNorth.co.uk) or in hard copy format from the Company's Registered Office.

A copy of the annual report will be submitted to the FCA's National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

[1] The total return and dividend figures are targets only and are based on a number of assumptions (including the Company raising money pursuant to future fundraises, which is not guaranteed). There can be no assurance that these targets will be met and should not be taken as an indication of the Company's expected future results. The total return and dividend figures are also based on the Company utilising higher levels of leverage across the commercial and residential strategies than has historically been utilised for the real estate lending portfolio.

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