abrdn Property Income Trust Limited - Annual Financial Report
LEI: 549300HHFBWZRKC7RW84
(“API” or the “Company”)
FINAL RESULTS FOR THE YEAR ENDED
The Company's Annual Report and Accounts for the year ended
PERFORMANCE SUMMARY
31 December 31 December
Earnings, Dividends & Costs
2025 2024
IFRS Loss per share (p) (0.9) (11.3)
Dividends paid per ordinary 0.9 3.0
share (p)
Dividends declared per ordinary share - 0.0
but not yet paid (p) *
Capital Distributions (p) 3.0 52.0
Ongoing Charges **
As a % of average net assets including direct 4.0 2.8
property costs
As a % of average net assets excluding direct 3.9 1.2
property costs
31 December 31 December Change
Capital Values & Gearing
2025 2024 %
Net assets (£million) 12.1 30.4 (60.1)
Net asset value per share (p) 3.2 8.0 (60.2)
(note 20)
Ordinary Share Price (p) 2.4 6.9 (65.2)
(Discount)/Premium to NAV (%) (24.6) (13.8)
***
1 year 3 year 5 year 10 year
Total Return
% return % return % return % return
Share Price ^ 5.5 21.6 41.3 30.6
FTSE All-Share Real Estate 11.9 10.2 (2.4) (2.2)
Investment Trusts Index
FTSE All-Share Index 24.0 46.5 73.9 123.4
* Represents the special interim property income distribution to shareholders (Ex-Dividend Date:
** As defined and calculated under API’s Alternative Performance Measures (as detailed in the full Annual Accounts which can be found via the following link: https://www.abrdnpit.co.uk/en-gb/literature)
*** Differential between the Ordinary Share Price and the Net asset value per share expressed as a percentage of the Net asset value per share.
^ Assumes re-investment of dividends excluding transaction costs.
Sources:
CHAIR’S STATEMENT
Background
As longer standing shareholders will be aware from previous communications, the sale in
Following a sale of Far Ralia, and in line with the shareholder vote in
Review of 2025
As outlined in the 2025 Interim Report & Accounts, the Board and Investment Manager continue to work towards a formal liquidation of the Company, and it remains their sole focus to maximise returns to shareholders and liquidate the Company as soon as practically possible.
During the year and following agreement of the completion accounts in relation to the sale of aPH, the Company returned approximately £15 million to shareholders by way of a Return of Capital (via redeemable bonus shares) and a Final Property Income Distribution. The Board, in discussion with the Investment Manager, is satisfied that following this distribution the Company retains a prudent level of funds to cover its outgoings for a sufficient period of time to facilitate a liquidation.
The Board remain cognisant that the Company no longer has any income producing assets (excluding interest on cash holdings) and the costs of running the Company are now eroding shareholder funds by approximately £600,000 per annum (net of interest on cash holdings) based on current projections. The Board and Investment Manager are, therefore, focused on minimising expenditure.
In line with this, the Board have taken the decision to reduce their annual Director’s fees by 10% from
Potential Delisting
As part of these cost saving efforts, the Board considered the potential for the Company to delist from the
Board Composition
Since the resignation of three Directors in
Financial Resources
At the year end the Company held £4.6m in cash and had net current assets excluding Far Ralia of £1.0m. No provision has been made for future operating costs.
As previously advised, the Board has invested the Company’s cash holdings into a shorter-term money market fund, the abrdn
Final Distributions and Outlook
The current NAV is 3.2p, of which 1.7p relates to Far Ralia. The timing and value of its eventual sale will impact future distributions.
The Board are cognisant of ensuring that the final distribution is as close as possible to the previously anticipated 64p per share as communicated following the shareholder vote on implementing the Managed Wind-Down. To date, a total of 59.9p per share has been distributed to shareholders (through a combination of Income Distributions and the redemption of bonus shares). The Board believe that the current NAV of 3.2p is still reflective of the initial projections (which excluded future operating costs) except for the fall in valuation of Far Ralia over 2025 as shown in the NAV bridge below.
NAV Bridge 2025
Pence per share
Target Distribution 64.0
Third Quarter PID, paid Nov 24 (1.0)
Capital Distribution, paid Dec 24 (52.0)
Interim Balancing PID, paid Jan 25 (3.0)
Capital Distribution, paid Nov 25 (3.0)
Final PID, paid Nov 25 (0.9)
Change in Far Ralia Valuation (0.9)
Residual NAV 3.2
Shareholders are reminded that as soon as liquidators are appointed the Company’s shares will cease trading on the
The Board will continue to update shareholders regarding the sale of Far Ralia when pertinent, and its likely impact on the ultimate distribution they will receive.
Annual General Meeting (“AGM”)
The Annual General Meeting (“AGM”) will be held at
INVESTMENT MANAGER’S REPORT
Review of 2025
After the sale of aPH in
Given the size and complexity of the aPH transaction, there were a number of matters that had to be resolved including the final completion accounts and service charge reconciliations at a variety of the multi-let properties. These were worked through in conjunction with various external consultants, and once concluded allowed the final Property Income Distribution and a Return of Capital to be paid towards the end of the year.
Purchases
As shareholders will be aware, the Company only holds one property asset which is its land holding in the Cairngorms. Far Ralia is a 3,633-acre estate which was acquired as part of the Company’s Net Zero strategy and on which the Company has undertaken an extensive tree planting programme. This was completed during the year, along with a further “beating-up” exercise whereby failed saplings were replaced. As was noted in the Interim Report, the failure rate at Far Ralia was below expectations and well within capital expenditure forecasts.
As part of the planting scheme, the Company will receive £1.65m in grant funding from
During the course of the year the Investment Manager implemented a change in the sale strategy by replacing the marketing agent and reducing the quoting price for the asset. Whilst the original pricing had always been a guide, it was felt that a fresh approach would benefit the sales process.
Following the change in agent there has been an increase in the levels of interest, albeit the number of potential buyers for this type of asset is very limited. In addition, the market for natural capital investments is noticeably slower than more standard commercial property. Current sentiment around ESG has weakened as has the confidence around the future pricing of carbon units. Given that a significant proportion of the value in Far Ralia is linked to the Pending Issuance Units (PIUs) that have now been validated, this has impacted the conviction of potential buyers.
Outlook for 2026
The impact of the various ongoing global conflicts, in particular in the
However, it remains the key focus of the Board and Investment Manager to dispose of Far Ralia and liquidate the Company as quickly and efficiently as possible. The Board and Investment Manager are acutely aware of the balance in maximising a sale price for Far Ralia with the time taken to do so and the resultant running costs of the Company, and this will influence any future decisions.
Valuation
The sole remaining asset, Far Ralia, is valued quarterly by
PRINCIPAL RISKS AND UNCERTAINTIES
The Board ensures that proper consideration of risk is undertaken in all aspects of the Company’s business on a regular basis. The Board have assessed the Company’s principal risks as summarised below:
Delays in the eventual liquidation of the Company.
The eventual liquidation of the Company is dependent on the timing of the sale of the Company’s sole remaining asset, Far Ralia and the eventual recovery of grant income from
The ultimate total distribution to shareholders is less than expected.
To mitigate this risk, the Board received regular updates from the Investment Manager during the initial negotiation period for the subsidiary sale and subsequent negotiation over post completion matters (which have now concluded) - establishing a prudent buffer at the point of initial capital distribution to Shareholders during
Environmental.
Extreme weather events both in the
Given the nature of the asset, the Company have taken out Insurance covering physical loss, destruction or damage (including fire).
Other Risks.
Other risks faced by the Company include the following:
-- Tax efficiency – following the change in structure of the (former)
Group on 29 November 24 , the Company can no longer qualify for REIT Tax
status. As such, there is a clear risk that the Company can no longer be
seen as a tax efficient investment vehicle for shareholders. In addition
a future delisting may ultimately impact shareholders invested via tax
efficient wrappers such as ISAs.
-- Regulatory – breach of regulatory rules could lead to the suspension
of the Company’s Stock Exchange Listing, financial penalties or a
qualified audit report. As part of this, the Board also considers the
risk of failing to provide open and relevant level of communication with
shareholders and the market.
-- Financial – inadequate controls by the Investment Manager or
third-party service providers could lead to misappropriation of assets.
Inappropriate accounting policies or failure to comply with accounting
standards could lead to misreporting or breaches of regulations.
-- Operational – failure of the Investment Manager’s accounting systems
or disruption to the Investment Manager’s business, or that of
third-party service providers, could lead to an inability to provide
accurate reporting and monitoring, leading to loss of shareholder
confidence.
-- Business continuity – risks to any of the Company’s service providers
or properties, following a catastrophic event e.g. terrorist attack,
cyber-attack, power disruptions or civil unrest, leading to disruption
of service, loss of data etc.
-- Cyber – the risk of large-scale network disruption through various
forms such as hacking, malware, phishing, DDOS, data breach or loss.
In addition, Artificial Intelligence and it's potential use in cyber
attacks
The Board seeks to mitigate and manage all risks through review, policy setting and enforcement of contractual obligations. It also regularly monitors the investment environment and where the Company’s cash is invested.
Details of the Company’s internal controls are described in more detail in the Corporate Governance Report in the full Annual Accounts which can be found via the following link: https://www.abrdnpit.co.uk/en-gb/literature.
Emerging Risks
The Board continues to monitor emerging risks in accordance with its risk management framework.
▸ Future of the Company
Following the approval by shareholders in
▸ Economic and Geopolitical
The current economic and geopolitical environment is unpredictable, and changing rapidly, and this may affect real estate valuations and/or deter prospective buyers, increasing the risk relating to the quantum and timing of the sale of Far Ralia.
▸ Climate
There continues to be a "greenlash" against climate policies following the
Viability Statement
The Company’s sole remaining property asset is the land at Far Ralia. Other assets comprise an investment in a money market fund, cash at bank and other net current assets. The Board has therefore considered whether the Company could still be considered ‘viable’. As part of this assessment, the Board has reviewed projected costs (up to and during a liquidation period) relative to available resources and over various time periods up to three years.
The Board has also carried out a robust assessment of the principal and emerging risks faced by the Company, as detailed above.
After review, the Board are confident that the Company has sufficient resources to be able to meet its liabilities as they fall due. However, it also acknowledges that the Company can no longer be considered viable given there is a clear intention to liquidate the Company and return surplus cash to shareholders.
STATEMENT OF DIRECTOR’S RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Company Financial Statements for each year which give a true and fair view, in accordance with the applicable
In preparing those Financial Statements, the Directors are required to:
-- Select suitable accounting policies in accordance with IAS 8: Accounting
Policies, Changes in Accounting Estimates and Errors and then apply them
consistently;
-- Make judgements and estimates that are reasonable and prudent;
-- resent information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
-- Provide additional disclosures when compliance with the specific
requirements in IFRS Accounting Standards are insufficient to enable
users to understand the impact of particular transactions, other events
and conditions on the Company’s financial position and financial
performance;
-- State that the Company has complied with IFRS Accounting Standards,
subject to any material departures disclosed and explained in the
Company’s Financial Statements; and
-- Prepare the Company Financial Statements on a going concern basis unless
it is inappropriate to presume that the Company will continue in
business.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. As detailed further in note 2.1, the Directors have deemed it appropriate to prepare the Financial Statements on a basis other than that of a going concern.
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 (
The maintenance and integrity of the Company’s website is the responsibility of the Directors through its Investment Manager; the work carried out by the auditors does not involve considerations of these matters and, accordingly, the auditors accept no responsibility for any change that may have occurred to the Financial Statements since they were initially presented on the website. Legislation in
Responsibility Statement of the Directors in respect of the Consolidated Annual Report under the Disclosure and Transparency Rules
The Directors each confirm to the best of their knowledge that:
-- The Financial Statements, prepared in accordance with IFRS Accounting
Standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
-- The management report, which is incorporated into the Strategic Report,
Directors’ Report and Investment Manager’s Review, includes a fair
review of the development and performance of the business and the
position of the Company, together with a description of the principal
risks and uncertainties that they face.
Statement under the
The Directors each confirm to the best of their knowledge and belief that the Annual Report and Financial Statements taken as a whole are fair, balanced and understandable and provide the information necessary to assess the Company’s position and performance, business model and strategy.
Approved by the Board on
Chair
STATEMENT OF COMPREHENSIVE INCOME For the year ended31 December 2025
12 Months to 12 Months to
31 Dec 2025 31 Dec 2024
Notes £ £
Rental income - 24,070,912
Service charge income 4 - 4,899,881
Service charge expenditure 4 - (5,937,817)
Net Rental Income - 23,032,976
Administrative and other expenses
Investment management fee 4 (200,000) (1,399,114)
Other direct property operating expenses 4 (5,525) (2,447,020)
Net impairment gain on trade receivables 4 - (110,725)
Fees associated with strategic review and 4 - (2,800,223)
aborted merger
Fees associated with managed wind-down and 4 - (399,197)
portfolio disposal
Other administration expenses 4 (746,191) (1,505,185)
Total administrative and other expenses (951,716) (8,661,464)
Operating (loss)/profit before changes in (951,716) 14,371,512
fair value of investment properties
Valuation (loss)/gain from land 8 (3,668,810) 475,876
Estimated costs arising from future disposal (109,750) (165,000)
of land
Loss on disposal of subsidiaries 10 - (48,152,578)
Adjustment to loss on disposal of 10 633,617 -
subsidiaries
Loss on disposal of investment properties 7 - (2,063,652)
Operating loss (4,096,659) (35,533,842)
Finance income 5 768,187 649,889
Finance costs 5 - (7,955,137)
Loss for the year before taxation (3,328,472) (42,839,090)
Taxation
Tax credit/(charge) 6 55,110 (55,110)
Loss for the year, net of tax (3,273,362) (42,894,200)
Other comprehensive income
Movement in fair value on interest rate cap 15 - 98,784
Total other comprehensive gain - 98,784
Total comprehensive loss for the year, net (3,273,362) (42,795,416)
of tax
Loss per share 2025 (p) 2024 (p)
Basic and diluted loss per share 18 (0.9) (11.3)
All items in the above Consolidated Statement of Comprehensive Income derive from discontinuing operations.
The notes below are an integral part of these Consolidated Financial Statements.
STATEMENT OF FINANCIAL POSITION As at31 December 2025
31 Dec 25 31 Dec 24
Assets Notes £ £
Current assets
Land held for sale 8, 9 6,475,250 9,835,000
Trade and other receivables - net 11 1,801,883 2,171,092
Cash and cash equivalents 12 4,617,554 36,655,166
12,894,687 48,661,258
Total assets 12,894,687 48,661,258
Liabilities
Current liabilities
Trade and other payables 13 752,858 6,860,858
Distributions payable 19 - 11,436,569
752,858 18,297,427
Total liabilities 752,858 18,297,427
Net assets 12,141,829 30,363,831
Equity
Capital and reserves attributable to
Company’s equity holders
Share capital 16 228,383,857 228,383,857
Treasury share reserve 16 (18,400,876) (18,400,876)
Redeemable Bonus Share issue 16 (209,670,437) (198,233,868)
Retained Earnings 17 - -
Capital reserves 17 (52,057,450) (49,022,257)
Other distributable reserves 17 63,886,735 67,636,975
Total equity 12,141,829 30,363,831
2025 (p) 2024 (p)
NAV per share 20 3.2 8.0
Approved and authorised for issue by the Board of Directors on
The accompanying notes below are an integral part of these Consolidated Financial Statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share Treasury Redeemable Retained Capital Other Total Equity
Notes Capital £ Shares £ Bonus Shares Earnings £ Reserves £ Distributable £
£ Reserves £
Opening
balance 1 228,383,857 (18,400,876) (198,233,868) - (49,022,257) 67,636,975 30,363,831
January 2025
Loss for the - - - (3,273,362) - - (3,273,362)
year
Total
comprehensive - - - (3,273,362) - - (42,795,416)
loss for the
year
Redeemable 16 - - (11,436,569) - - - (11,436,569)
Bonus Shares
Dividends
paid in 19 - - - (3,512,071) - - (3,512,071)
respect of
the year
Valuation
loss from 8 - - - 3,668,810 (3,668,810) - -
land
Reclassified
from Other - - - 3,750,240 - (3,750,240) -
distributable
reserves
Loss on
disposal of - - - (633,617) 633,617 - -
subsidiaries
Balance at 31 228,383,857 (18,400,876) (209,670,437) - (52,057,450) 63,886,735 12,141,829
December 2025
For the year ended 31 December 2024
Share Treasury Redeemable Retained Capital Other Total Equity
Notes Capital £ Shares £ Bonus Shares Earnings £ Reserves £ Distributable £
£ Reserves £
Opening
balance 1 228,383,857 (18,400,876) - - (9,660,578) 97,756,040 298,078,443
January 2024
Loss for the - - - (42,894,200) - - (42,894,200)
year
Other
comprehensive - - - - 98,784 - 98,784
loss
Total
comprehensive - - - (42,894,200) 98,784 - (42,795,416)
loss for the
year
Redeemable 16 - - (198,233,868) - - - (198,233,868)
Bonus Shares
Dividends 19 - - - (15,248,759) - - (15,248,759)
paid
Dividends 19 - - - (11,436,569) - - (11,436,569)
payable
Valuation
gain from 8 - - - (475,876) 475,876 - -
land
Reclassified
from Other - - - 30,119,065 - (30,119,065) -
distributable
reserves
Transfer
between (10,279,891) 10,279,891 - -
reserves
Loss on
disposal of - - - 48,152,578 (48,152,578) - -
subsidiaries
Loss on
disposal of 7 - - - 2,063,652 (2,063,652) - -
investment
properties
Balance at 31 228,383,857 (18,400,876) (198,233,868) - (49,022,257) 67,636,975 30,363,831
December 2024
STATEMENT OF CASH FLOW For the year ended31 December 2025
12 months to 12 months to
31 Dec 2025 31 Dec 2024
Cash flows from operating activities Notes £ £
Loss for the year before taxation (3,328,472) (42,839,090)
Taxes on Income 6 55,110 -
Movement in lease incentives - 96,128
Movement in trade and other receivables 369,209 3,055,794
Movement in trade and other payables (6,108,000) (2,023,484)
Dividends payable to the Company’s 19 - (11,436,569)
shareholders
Finance costs 5 - 7,955,137
Finance income 5 (768,187) (649,889)
Valuation loss/(gain) from land 8 3,668,810 (475,876)
Estimated costs arising from future 109,750 165,000
disposal
(Gain)/loss on disposal of subsidiaries 10 (633,617) 48,152,578
Loss on disposal of investment properties 7 - 2,063,652
Net cash (outflow)/inflow from operating (6,635,397) 4,063,381
activities
Cash flows from investing activities
Finance income 5 768,187 649,889
Purchase of land 8 (418,810) (1,274,124)
Net proceeds from disposal of investment 7 - 42,986,348
properties
Net proceeds from disposal of subsidiaries 10 633,617 234,298,743
Net cash inflow from investing activities 982,994 276,660,856
Cash flows from financing activities
Bonus share distribution 16 (11,436,569) (198,233,868)
Borrowing on RCF 14 - 13,300,000
Repayment of RCF 14 - (41,874,379)
Interest paid on bank borrowing 5 - (9,755,493)
Receipts on Interest rate Cap 15 - 1,123,358
Finance lease interest 5 - (33,768)
Dividends paid to the Company’s 19 (14,948,640) (15,248,759)
shareholders
Net cash outflow from financing activities (26,385,209) (250,722,909)
Net (decrease)/increase in cash and cash (32,037,612) 30,001,328
equivalents in the year
Cash and cash equivalents at beginning of 12 36,655,166 6,653,838
year
Cash and cash equivalents at end of year 12 4,617,554 36,655,166
Notes TO the consolidated financial statements
1. General information
The address of the registered office is
PO Box 255,
Trafalgar Court,
Les Banques,
These audited Financial Statements were approved for issue by the Board of Directors on
1. Accounting policies
2.1 Basis of preparation
The audited Financial Statements of the Company have been prepared in accordance with IFRS Accounting Standards as adopted by the EU (‘IFRS Accounting Standards’), and all applicable requirements of The Companies (
Assessment of Going Concern
At
As a result of adopting a basis other than that of a going concern, the Board has deemed it appropriate to reduce the fair value of the land by the expected costs of disposal. No other costs of liquidation have been recognised other than those committed or incurred at the balance sheet date.
Following the shareholder vote to place the (former) Group into a Managed and Orderly Wind-Down (“wind-down EGM”) on
Shareholders were given the opportunity to vote on a proposal for the Company to make an initial return of the proceeds of sale by way of an initial issue and redemption of Redeemable Bonus Shares repurchased for
Changes in accounting policy and disclosure.
The following amendments to existing standards and interpretations were effective for the year, but were deemed not applicable to the Company:
▸ Amendments to IAS 21 Lack of Exchangeability - The Effects of Changes in Foreign Exchange Rates
New and revised IFRS Standards in issue but not yet effective
At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective. The entity is currently assessing the impact of the initial application of these standards. The entity expects to complete its assessment prior to the date of initial application.
▸
Amendments to IFRS 9 Financial Instruments (Classification and Measurement) [Effective
▸
Amendments to IFRS 9 Financial Instruments (Contracts Referencing Nature-dependent Electricity) [Effective
▸
Annual Improvements to IFRS Accounting Standards (Volume 11) [Effective
▸
Amendments to IFRS 18 Presentation and Disclosure in Financial Statements [Effective
▸
Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures [Effective
▸ Amendments to IFRS 10 Consolidated Financial Statements (Sale of Assets between an Investor and its Associate or Joint venture) [To be determined]
2.2 Significant accounting judgements, estimates and assumptions
The preparation of the Company’s Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainties about these assumptions and estimates, could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods. The most significant estimates and judgements are set out below. There were no significant accounting judgements.
Fair value (& presentation) of investment properties and land
Investment properties and land have historically been stated at fair value as at the Balance Sheet date. Fair value was determined by independent external real estate valuation experts using recognised valuation techniques and having regard to any recent real estate transactions where available, with similar characteristics and locations to those of the Company’s and the (former) Group’s assets. The directors consider that there is a significantly wider range of estimation uncertainty for land than for investment properties because there are fewer comparable assets or recent transactions, and the estimates involved (namely Carbon pricing and discount rates) have a wide range of possible values. As detailed further in notes 2.4 and 8, the Directors have also assessed the classification of Land as a current asset considering the current marketing of the site and presentation of these financial statements on a basis other than that of a going concern.
2.3 Summary of material accounting policies
Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements.
Accounting policy information may also be material because of the nature of the related transactions, events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, events or conditions is itself material.
A Basis of consolidation
The audited Financial Statements have historically comprised the financial statements of
Control was achieved when the Company (or its former subsidiaries) was exposed, or had rights, to variable returns from its involvement with subsidiaries and had the ability to affect those returns through its power over the subsidiary. Specifically, the Company controlled a subsidiary if, and only if, it had:
-- Power over the subsidiary (i.e. existing rights that gave it the current
ability to direct the relevant activities of the subsidiary)
-- Exposure, or rights, to variable returns from its involvement with the
subsidiary
-- The ability to use its power over the subsidiary to affect its returns
The Company assessed whether or not it controlled a subsidiary if facts and circumstances indicated that there were changes to one or more of the three elements of control. Consolidation of a subsidiary began when the Company obtained control over the subsidiary and ceased when the Company lost control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year were included in the consolidated statement of other comprehensive income from the date the (former) Group gained control until the date when the (former) Group ceased to control the subsidiary.
During 2024, the Company completed on the disposal of its wholly owned subsidiaries.
As such, the Statement of Financial Position as at
B Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The Financial Statements are presented in pound sterling, which is also the Company’s functional currency.
C Revenue recognition
Revenue is recognised as follows;
i) Interest Income
Interest income is recognised on an accruals basis.
ii) Grant Income
Government grants that relate to the Company’s assets are accounted for as a reduction in the cost of the asset to which they relate. They are only recognised when there is both reasonable assurance that the Company will comply with all material conditions attached to the grant and that the grant will be received.
iii) Property disposals
Where revenue is obtained by the sale of properties, it is recognised once the sale transaction has been completed, regardless of when contracts have been exchanged. Any gains or losses on the disposal of investment properties were recognised in the Statement of Comprehensive Income in the year of retirement or disposal. Such gains or losses were determined as the difference between net disposal proceeds and the carrying value of the asset in the previous full period financial statements.
iv) Rental income
Rental income from operating leases was net of sales taxes and value added tax (“VAT”) recognised on a straight-line basis over the lease term including lease agreements with stepped rent increases. The initial direct costs incurred in negotiating and arranging an operating lease were recognised as an expense over the lease term on the same basis as the lease income. The cost of any lease incentives provided were recognised over the lease term, on a straight-line basis as a reduction of rental income. The resulting asset was reflected as a receivable in the Balance Sheet.
Contingent rents, being those payments that were not fixed at the inception of the lease, for example increases arising on rent reviews, were recorded as income in periods when they were earned. Rent reviews which remained outstanding at the year-end were recognised as income, based on estimates, when it was reasonable to assume that they would be received.
v) Other income
The (former) Group was classified as the principal in its contract with the managing agent. Service charges billed to tenants by the managing agent were therefore recognised gross.
D Expenditure
All expenses are accounted for on an accruals basis. The investment management and administration fees, finance and all other revenue expenses are charged through the Statement of Comprehensive Income as and when incurred. The Company also incurs capital expenditure which can result in movements in the capital value of land and investment properties. Capital expenditure on land is accounted for when incurred.
E Taxation
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Current income tax relating to items recognised directly in other comprehensive income or in equity is recognised in other comprehensive income and in equity respectively, and not in the income statement. Positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation, if any, are reviewed periodically and provisions are established where appropriate. The Group recognises liabilities for current taxes based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income and deferred tax provisions in the period in which the determination is made.
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. In determining the expected manner of realisation of an asset the Directors consider that the Group will recover the value of investment property through sale. Deferred income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.
As detailed further in note 6, the Group ceased being treated as a
F Land (Held for sale)
The Company’s land is comprised of woodland creation and peatland restoration projects.
Following the shareholder
-
approved managed wind
-
down and the clear intention to dispose of the Company’s sole remaining property asset, the land at Far Ralia is classified as a current asset held for sale as at
An asset is classified as held for sale when it’s carrying amount will be recovered principally through a sale transaction rather than through continuing use, the asset is available for immediate sale in its present condition, and the sale is highly probable.
Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, with fair value determined in accordance with IFRS 13 Fair Value Measurement. Any subsequent movement in fair value less costs to sell is recognised immediately in profit or loss.
The land is presented separately within current assets as “Assets held for sale” in the Statement of Financial Position. As at
G Trade and other receivables
Trade and other receivables of the Company include accrued grant income as recognised in accordance with the Company’s policy for grant recognition (see Note 2.3 C ii). The total amount claimable in each tax year is determined in accordance with the applicable rules of the Forestry Grant Scheme.
Trade receivables are recognised and carried at the lower of their original invoiced value and recoverable amount. Where the time value of money is material, receivables are carried at amortised cost. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through use of an allowance account, and the amount of the expected credit loss is recognised in the Statement of Comprehensive Income. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the Statement of Comprehensive Income.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
A provision for impairment of trade receivables was established where the Property Manager had indicated concerns over the recoverability of arrears based upon their individual assessment of all outstanding balances which incorporated forward looking information. Given this detailed approach, a collective assessment methodology applying a provision matrix to determine expected credit losses is not used.
The amount of the provision is recognised in the Balance Sheet and any changes in provision recognised in the Statement of Comprehensive Income.
H Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and other short-term highly liquid investments readily convertible within three months or less to known amounts of cash and subject to insignificant risk of changes in value.
I Borrowings and interest expense
All loans and borrowings were initially recognised at the fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest-bearing loans and borrowings were subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on settlement. Borrowing costs were recognised within finance costs in the Statement of Comprehensive Income as incurred.
J Other financial liabilities
Trade and other payables are recognised and carried at invoiced value as they are considered to have payment terms of 30 days or less and are not interest bearing. The balance of trade and other payables are considered to meet the definition of an accrual and have been expensed through the Income Statement or Balance Sheet depending on classification.
K Accounting for derivative financial instruments and hedging activities
Interest Interest rate hedges were initially recognised at fair value on the date a derivative contract was entered into and were subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depended on whether the derivative was designated as a hedging instrument, and if so, the nature of the item being hedged. The (former) Group documented at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedging transactions. The (former) Group also documented its assessment both at hedge inception and on an ongoing basis of whether the derivatives that were used in hedging transactions were highly effective in offsetting changes in fair values or cash flows of hedged items.
The effective portion of changes in the fair value of derivatives that were designated and qualified as cash flow hedges were recognised in other comprehensive income in the Statement of Comprehensive Income. The gains or losses relating to the ineffective portion were recognised in operating profit in the Statement of Comprehensive Income.
Amounts taken to equity were transferred to profit or loss when the hedged transaction affected profit or loss, such as when the hedged financial income or financial expenses were recognised.
When a derivative was held as an economic hedge for a period beyond 12 months after the end of the reporting period, the derivative was classified as non-current consistent with the classification of the underlying item. A derivative instrument that was a designated and effective hedging instrument was classified consistent with the classification of the underlying hedged item.
L Service charge
IFRS15 required the (former) Group to determine whether it was a principal or an agent when goods or services were transferred to a customer. An entity is a principal if the entity controls the promised good or service before the entity transfers the goods or services to a customer. An entity is an agent if the entity’s performance obligation is to arrange for the provision of goods and services by another party.
Any leases entered into between the (former) Group and a tenant required the (former) Group to provide ancillary services to the tenant such as maintenance works etc, therefore these service charge obligations belonged to the (former) Group. However, to meet this obligation the (former) Group appointed a managing agent, Jones Lang Lasalle Inc “JLL” and directed it to fulfil the obligation on its behalf. The contract between the (former) Group and the managing agent created both a right to services and the ability to direct those services. This was a clear indication that the (former) Group operated as a principal and the managing agent operated as an agent. Therefore, it was necessary to recognise the gross service charge revenue and expenditure billed to tenants as opposed to recognising the net amount.
2.4 Adjustments to going concern basis of accounting
In addition to assessing the Company’s significant and material accounting judgements, estimates and assumptions, the Board has also considered the following areas where it might be appropriate to apply adjustments to the ‘normal’ IFRS basis:
1) Measurement of Assets
It is appropriate to consider the need to write down assets to their net realisable value. Investment Properties and Land are stated at fair value, while other assets including trade receivables are recognised at their recoverable amount already and have not required re-measurement on adoption of a non-going concern basis. The Board has assessed the basis for and measurement of the residual interest in Land and have decided to reduce fair value by the estimated cost of disposal. Further details can be found in note 23.
2) Liabilities
The Board recognise that it would be appropriate to accrue costs associated with potentially onerous contracts by applying guidance in IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’. However, at the date of approval of the financial statement, no such contracts exist, and accordingly no provisions have been made.
3) Presentation and disclosure
The Board has assessed the classification of assets and liabilities between current and non-current. Assets that met the criteria to be classified as held for sale at
The financial statements have not been presented with discontinued operations disclosed as a separate line item of income or loss as required by IFRS 5. The entity is preparing its financial statements on a basis other than going concern and is in the process of ceasing all operations and liquidating. In these circumstances, the Board considers that the objectives of IFRS 5 have been met through the financial statements taken as a whole.
Finally, the Board has assessed whether adoption of a basis other than that of a going concern would have any material impact on comparatives and have concluded this not to be the case.
3.
The Company is exposed to market risk (including interest rate risk), credit risk, and liquidity risk. The Company is not exposed to currency risk or price risk; while it was formally exposed to capital risk and monitored this on the basis of the gearing ratio, this is no longer deemed a primary risk following the sale of the Company’s subsidiaries (including external debt). The Company is engaged in a single segment of business, being property investment in one geographical area, the
The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.
The (former) Group’s principal financial liabilities have historically been loans and borrowings. The main purpose of the (former) Group’s loans and borrowings were to finance the acquisition and development of the property portfolio. The (former) Group had rent and other receivables, trade and other payables and cash and short-term deposits that arose directly from its operations.
Market risk
Market risk is the risk that the fair values of financial instruments will fluctuate because of changes in market prices. The Company’s financial statements have very limited exposure to market risk.
The financial instruments held by the (former) Group that were affected by market risk were principally the interest rate cap; this commenced
i) Interest Rate risk
As described below the Company invested cash balances with Citibank and also made an investment in the abrdn
The bank borrowings as described in note 14 also historically exposed the (former) Group to cash flow interest rate risk. The (former) Group’s policy has historically been to manage its cash flow interest rate risk using interest rate derivatives (see note 15). The (former) Group had floating rate borrowings at the point of sale of the subsidiaries of £113,300,000; £85,000,000 of these borrowings were fixed via an interest rate cap limiting the floating rate exposure to 3.959%.
The fair value of the derivative was exposed to changes in the market interest rate as their fair value was calculated as the present value of the estimated future cash flows under the agreements. The accounting policy for recognising the fair value movements in the interest rate derivatives is described in note 2.3 K.
Trade and other receivables and trade and other payables are interest free and have settlement dates within one year and therefore are not considered to present a fair value interest rate risk.
The tables below set out the carrying amount of the Company’s financial instruments excluding the amortisation of borrowing costs as outlined in note 14.
As at 31 December 2025 Fixed rate Variable rate Interest rate
£ £ £
Cash and cash equivalents - 121,937 0.000%
Cash held in abrdn Liquidity fund - 4,495,617 4.374%
Bank borrowings - - 0.000%
As at 31 December 2024 Fixed rate Variable rate Interest rate
£ £ £
Cash and cash equivalents - 3,807,736 0.000%
Cash held in abrdn Liquidity fund - 32,847,430 4.870%
Bank borrowings - - 0.000%
At
At
Credit risk
Credit risk is the risk that a counterparty will be unable to meet a commitment that it has entered into with the Company.
With respect to credit risk arising from financial assets of the Company, which comprise cash and cash equivalents and accrued grant income, the Company’s exposure to credit risk arises from default of the counterparty with a maximum exposure equal to the carrying value of these instruments. As at
The abrdn
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 liquidity position is regularly monitored by management and is reviewed quarterly by the Board of Directors who consider that the Company’s cash and cash equivalents provide ample cover to meet financial liabilities as they fall due.
The following table summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
Year ended 31 December On demand 12 months 1 to 5 years >5 years Total
2025
£ £ £ £ £
Trade and other payables 752,858 - - - 752,858
752,858 - - - 752,858
Year ended 31 On demand 12 months 1 to 5 years >5 years TotalDecember 2024 £ £ £ £ £ Trade and other 18,297,427 - - - 18,297,427 payables 18,297,427 - - - 18,297,427
Fair values
There is no difference between carrying amount and the fair value of the Company’s financial instruments in the current or prior period.
Fair values are estimated as the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair value:
-- Cash and cash equivalents, trade and other receivables and trade and
other payables are the same as fair value due to the short-term
maturities of these instruments. Trade and other receivables/payables
are measured in reference to contractual amounts due to/from the Group.
These contractual amounts are directly observable.
The table below shows an analysis of the fair values of financial assets and liabilities recognised in the Balance Sheet by the level of the fair value hierarchy:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Year ended 31 December 2025 Level 1 Level 2 Level 3 Total fair value
Financial assets
Cash and cash equivalents 4,617,554 - - 4,617,554
4,617,554 - - 4,617,554
Financial liabilities
- - - -
Year ended 31 December 2024 Level 1 Level 2 Level 3 Total fair value
Financial assets
Cash and cash equivalents 36,655,166 - - 36,655,166
36,655,166 - - 36,655,166
Financial liabilities
- - - -
4. Administrative and Other Expenses
2025 2024
Notes £ £
Investment management fees 4a 200,000 1,399,114
Other direct property expenses
Vacant Costs (excluding void service charge) * 5,525 1,263,429
Repairs and maintenance - 341,480
Letting fees - 377,364
Other costs - 464,747
Total Other direct property expenses 5,525 2,447,020
Net Impairment loss/(gain) on trade receivables - 110,725
Fees associated with strategic review and aborted 4b - 2,800,223
merger
Fees associated with managed wind down and disposal 4b - 399,197
Other administration expenses
Directors’ fees and subsistence 23 121,396 389,757
Valuer’s fees 4c 12,000 57,835
Auditor’s fees 4d 68,500 167,125
Marketing 4a 84,000 118,425
Other administration costs 4e 460,295 772,043
Total Other administration expenses 746,191 1,505,185
Total Administrative and other expenses 951,716 8,661,464
* Void Service charge costs for the year amounted to £nil (2024: £1,037,936). These were reclassified as Service charge expenditure as noted below.
2025 2024
£ £
Total service charge billed to tenants - 4,244,088
Service charge due from/(to) tenants - 655,793
Service charge income - 4,899,881
Total service charge expenditure incurred - 4,899,881
Service charge incurred in respect of void units - 1,037,936
Service charge expenditure - 5,937,817
4a. Investment management fees
From
As detailed further in Note 24, the Investment Manager was due to receive an ‘Incentive Fee’ based on the cumulative Gross Disposal Proceeds relative to valuation of the portfolio as at
In addition, the Company paid the Investment Manager a sum of £70,000 excluding VAT (2024: £98,688 excluding VAT) to participate in the Manager’s marketing programme.
4b. Fees associated with strategic review, aborted merger and wind-down
During 2024, fees and costs of £3,199,420 were recognised of which £399,197 related to the Managed Wind-Down and portfolio disposal. These fees exclude transaction costs which are explained in note 10.
4c. Valuers fee
The amount due and payable at the year-end amounted to £2,500 excluding VAT (2024: £5,000 excluding VAT).
4d. Auditor’s fee
As part of the Board’s annual review over the contractual arrangements with service providers (in terms of ensuring that these still met the needs of the Company and its shareholders), it was decided to replace
4e. Administration, secretarial and registrar fees
On
5. Finance income and costs
2025 2024
£ £
Interest income on cash and cash equivalents 768,187 649,889
Finance income 768,187 649,889
Interest expense on bank borrowings - 7,607,108
Non-utilisation charges on facilites - 216,940
Receipt on interest rate caps - (910,100)
Amortisation of premium paid for interest rate cap - 762,904
Amortisation of arrangement costs (see note 14) - 244,517
Finance lease interest - 33,768
Finance costs - 7,955,137
6. Taxation
The (former) Group migrated tax residence to the
Following the sale of the Company’s subsidiaries on
As the principal company of the REIT, the Company was required to distribute at least 90% of the income profits of the (former) Group’s
The Company and its former
2025 2024
£ £
Loss before tax (3,328,473) (42,839,090)
Tax calculated at UK statutory corporation tax rate (832,118) (10,709,772)
of 25%
Valuation loss in respect of Investment properties - 3,425,858
not subject to tax (pre-29th Nov)
UK REIT exemption on net income - (1,711,456)
Valuation loss in respect of Lant at Far Ralia post 944,640 164,562
29th Nov
Valuation (gain)/loss in respect of sale of (158,404) 8,885,918
Subsidiaries
Tax Loss carried forward 45,882 -
Current income tax charge - 55,110
Adjustment to previous year (55,110) -
Tax (credit)/charge (55,110) 55,110
7. Investment Properties
Following the sale of the
subsidiaries on the
UK UK UK UK
Industrial Office Retail Other Total
2024 2024 2024 2024 2024
£ £ £ £ £
Market value 250,070,037 72,575,000 72,390,000 35,900,000 430,935,037
at 1 January
Purchase of
investment - - - - -
properties
Capital
expenditure - - - - -
on investment
properties
Opening
market value
of disposed (29,700,000) (15,350,000) - - (45,050,000)
investment
properties
Market value
prior to sale 220,370,037 57,225,000 72,390,000 35,900,000 385,885,037
of
subsidiaries
Opening
market value
of disposed (220,370,037) (57,225,000) (72,390,000) (35,900,000) (385,885,037)
investment
properties
Market value
at 31 - - - - -
December
Carrying
value at 31 - - - - -
December
The valuations were historically performed by
In the Cash Flow Statement, proceeds from disposal of investment properties comprise:
2025 2024
£ £
Opening market value of disposed investment properties - 45,050,000
Loss on disposal of investment properties - (2,063,652)
Net proceeds from disposal of investment properties - 42,986,348
Valuation Methodology
The fair value of completed investment properties were historically determined using the income capitalisation method and were all categorised as Level 3.
The income capitalisation method is based on capitalising the net income stream at an appropriate yield. In establishing the net income stream the valuers reflected the current rent (the gross rent) payable to lease expiry, at which point the valuer assumed that each unit would be re-let at their opinion of ERV. The valuers made allowances for voids where appropriate, as well as deducting non recoverable costs where applicable. The appropriate yield was selected on the basis of the location of the building, its quality, tenant credit quality and lease terms amongst other factors.
8. Land held for sale
2025 2024
£ £
Cost
Balance at the beginning of the year 10,869,679 9,595,555
Additions 418,810 2,300,154
Government Grant Income receivable - (1,026,030)
Balance at the end of the year 11,288,489 10,869,679
Accumulated depreciation and amortisation
Balance at the beginning of the year (869,679) (1,345,555)
Valuation gain/(loss) from land (3,668,810) 475,876
Balance at the end of the year (4,538,489) (869,679)
Projected sales costs (see note 23) (274,750) (165,000)
Carrying amount as at 31 December 6,475,250 9,835,000
Additions represent costs associated with the reforestation and peatland restoration at Far Ralia.
Grants are receivable from the
Valuation methodology
In accordance with the Company’s accounting policy (see Note 2.3 F), the Land is held at fair value less cost to sell.
The Company appoints suitable valuers (such appointment is reviewed on a periodic basis) to undertake a valuation of the land. The valuation is undertaken in accordance with the current RICS guidelines by
As noted in more detail in notes 2.1, 2.3F and 2.4, the current Annual Report & Accounts are not prepared on a going concern basis with the carrying value reduced by estimated costs of disposal and £274,750 has been recognised to write down the Land to its projected net realisable value. Further details are provided in note 23.
The valuation above is sensitive to movements in the underlying inputs – an increase in the growth rate of Carbon Prices per T/CO2 (10% over base assumptions during an initial 26-year period) would result in an increase in valuation of £800k. Whereas a decrease in growth rates (10% during the same period) would result in a decrease in valuation of £1.35m. Additionally, a 10% increase/decrease in the initial Carbon Price itself (rather than growth rate) would result in an increase/decrease in valuation of £750k. Finally, a 10% increase/decrease in the internal rate of return would result in a decrease in valuation of £1.35m or an increase in valuation of £1.78m.
9. Investment Properties Held for Sale
Following the sale of the
subsidiaries on the
10. Investments in Limited Partnership and Subsidiaries
The Company disposed of its interests in subsidiaries during the prior year and recognised a loss on disposal of £48,152,578 as explained below. During the current year negotiations in relation to that disposal were completed. These gave rise to various adjustments which reduced the loss on disposal by £548,824 as detailed below.
The adjustment to the disposal price of abrdn
After a negotiation period with the appointed agents, an agreement was reached on the net settlement of service charges (£10,034 due to the Company).
In addition to the net settlement noted above, there has been a further £643,614 of trade and other receivables transferred to the Company following the sale, made up of:
-- £326,314 - Representing the return of forward funding on service
charges.
-- £274,931 - Following the period post completion, the appointed agents
for GoldenTree received income from tenants relating to the Company's
period of ownership.
-- £42,369 - Net return of historic arrears
The
Company historically owned 100 per cent of the issued ordinary share capital of abrdn
-- abrdn Property Holdings Limited , a property investment company with
limited liability incorporated in Guernsey , Channel Islands .
-- abrdn (APIT) Limited Partnership, a property investment limited
partnership established in England .
-- abrdn APIT (General Partner ) Limited, a company with limited liability
incorporated in England , whose principal business is property
investment.
-- abrdn (APIT Nominee) Limited, a company with limited liability
incorporated and domiciled in England , whose principal business is
property investment.
On
2025 2024
£ £
Disposal of abrdn Property Holdings Limited (20,031) 234,298,743
Less: transaction costs associated with the sale - (5,237,261)
Net Proceeds (20,031) 229,061,482
Net Assets of disposal group at date of sale (post - 276,614,616
completion account review)
Derecognition of Far Ralia (transferred to Company) - (10,000,000)
Derecognition of Accrued Grant Income for Far Ralia - (1,646,507)
(transferred to Company)
Net Settlement of Service Charge post completion (10,034) -
Trade and Other Receivables transferred to Company (643,614) (505,296)
Adjusted Net Assets of disposal Group (653,648) 264,462,813
Loss on Disposal of Subsidiaries (633,617) 35,401,331
Reclassification of unrealised losses in Investment - 12,751,247
Portfolio to Realised Losses
Realised Loss on Disposal of Subsidiaries (633,617) 48,152,578
11. Trade and other receivables - net
2025 2024
£ £
Trade receivables - 189,460
Less: provision for impairment of trade receivables - (189,460)
Trade receivables (net) - -
Accrued Grant Income (see Note 8) 1,646,507 1,646,507
Other receivables 155,376 524,585
Total trade and other receivables 1,801,883 2,171,092
Reconciliation for changes in the provision for impairment of trade receivables:
2025 2024
£ £
Opening balance (189,460) (832,240)
(Charge)/Credit for the year - (110,725)
Reversal for amounts written-off 189,460 369,386
Derecognition on disposal of subsidiaries - 384,119
Closing balance - (189,460)
The estimated fair values of receivables are the discounted amount of the estimated future cash flows expected to be received and approximate their carrying amounts.
Amounts are considered impaired when it becomes unlikely that the full value of a receivable will be recovered. Movements in the balance considered to be impaired have been included in other direct property costs in the Statement of Comprehensive Income.
The ageing of these receivables is as follows:
2025 2024
£ £
0 to 3 months - (9,485)
3 to 6 months - (18,299)
Over 6 months - (161,676)
- (189,460)
As of
12. Cash and cash equivalents
2025 2024
£ £
Cash held at bank 121,937 3,807,736
Cash held in abrdn Liquidity fund 4,495,617 32,847,430
Cash held on deposit with RBS - -
4,617,554 36,655,166
Cash held at bank earns interest at floating rates based on daily bank deposit rates. Deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the applicable short-term deposit rates. The abrdn Liquidity fund was £16.6bn in size at
13. Trade and other payables
2025 2024
£ £
Trade and other payables 752,858 6.860,858
752,858 6,860,858
Trade and other payables are recognised at amortised cost. Trade payables are non-interest bearing and normally settled on 30-day terms.
14. Bank borrowings
2025 2024
£ £
Loan facility (including Rolling Credit Facility) - -
Drawn down outstanding balance - -
The (former) Group’s £165m debt facility with
2025 2024
£ £
Opening carrying value of new facility as at 1 January - 141,251,910
Borrowings during the period on new RCF - 13,300,000
Repayment of new RCF - (41,874,379)
Elimination of RCF indebtedness on sale - (28,300,000)
Elimination of Term Loan indebtedness on sale - (85,000,000)
Eliminate residual unamortised arrangement costs on sale - 377,952
Amortisation arrangement costs - 244,517
Closing carrying value - -
2025 2024
£ £
Amortisation of arrangement costs 244,517 244,517
See Note 5 244,517 244,517
Cash and Interest-bearing 2025 Cash and Interest-bearing 2024
Analysis of cash loans cash loans
movement in equivalents Net debt equivalents Net debt
net debt £ £
£ £ £ £
Opening 36,655,166 - 36,655,166 6,653,838 (141,251,910)
balance (134,598,072)
Cash (32,037,612) - (32,037,612) 32,851,922 28,574,379 61,426,301
movement
Elimination - - - (2,850,594) 112,922,048 110,071,454
on sale
Amortisation
of - - - - (244,517) (244,517)
arrangement
costs
Closing 4,617,554 - 4,617,554 36,655,166 - 36,655,166
balance
The loan facility was historically secured by fixed and floating charges over the assets of the Company and its wholly owned subsidiaries, abrdn
15. Interest rate Cap
In order to mitigate any interest rate risk linked to their debt facilities, the (former) Group's policy was to manage its cash flow using hedging instruments.
Following this approach, the (former) Group had previously agreed an interest rate cap against a notional amount of £85,000,000 (commencing
2025 2024
£ £
Opening fair value of interest rate cap at 1 January - 1,408,781
Net Change in fair value - (794,477)
Derecognition of Interest Rate Cap on disposal of subsidiary - (614,304)
Closing fair value of interest rate cap at 31 December - -
The change in fair value of the interest rate cap comprises fair value changes and interest received, paid and accrued.
2024
Cost of hedging Cash flow hedge Total
£ £ £
Opening fair value 625,276 783,505 1,408,781
Valuation (loss)/gain (625,276) 871,254 245,978
Interest received - (1,040,455) (1,040,455)
Net Change in fair value (625,276) (169,201) (794,477)
Closing fair value of interest - 614,304 614,304
rate cap at 31 December
Less Closing Interest Accrual * - (82,903) (82,903)
Adjusted fair value of interest - 531,401 531,401
rate cap at 31 December
Opening Adjusted fair value of 625,276 783,505 1,408,781
interest rate cap at 1 January
Valuation (loss)/gain recognised (625,276) (252,104) (877,380)
on Adjusted Valuation
Net Change in fair value (as (625,276) (169,201) (794,477)
above)
Less Closing Interest Accrual (as - (82,903) (82,903)
above) *
Valuation (loss)/gain recognised (625,276) (252,104) (877,380)
on Adjusted Valuation
* As the valuation of the interest rate cap includes a valuation attributable to the unsettled interest (due to 21st January) a separate accrual has not been recorded in the balance sheet. Instead, this represents a recycling of the change in Other Comprehensive Income for the Cash flow hedge to Finance Cost.
2024
Interest Rate Cap Cost of hedging Cash flow hedge Total
Reserves Reconciliation reserve reserve
£ £ £
Opening Reserve (1,316,871) 570,245 (746,626)
Valuation (loss)/gain
recognised on Adjusted (625,276) (252,104) (877,380)
Valuation
Less Prior accrual - 213,260 213,260
Amortisation of Premium 762,904 - 762,904
(See Note 5)
Valuation loss as
recognised in Other 137,628 (38,844) 98,784
Comprehensive Income
Derecognition of 1,179,243 - 1,179,243
residual premium
Derecognition of - (531,401) (531,401)
residual value
Closing Reserve - - -
The Interest associated with the cap recognised as an offset against Finance Cost is summarised below:
2025 2024
£ £
Interest received - 1,040,455
Closing Interest Accrual - 82,903
Less Interest Accrued from prior year - (213,260)
Receipt on interest rate caps (see Note 5) - 910,098
16. Share capital
Under the Company’s Articles of Incorporation, the Company may issue an unlimited number of ordinary shares of
Allotted, called up and fully paid: 2025 2024
£ £
Opening balance 228,383,857 228,383,857
Shares issued - -
Closing balance 228,383,857 228,383857
The number of shares in issue as at 31
December 2025/2024 are as follows
2025 2024
Number of shares Number of shares
Opening balance 381,218,977 381,218,977
Issue of Redeemable Bonus Share 381,218,977 381,218,977
Redemption / cancellation of Redeemable (381,218,977) (381,218,977)
Bonus Shares
Closing balance 381,218,977 381,218,977
Redeemable Bonus Shares
Following the disposal of the Company's subsidiaries on
The motion as voted on by Shareholders granted the Company the ability to issue future Redeemable Bonus Shares beyond the initial return of capital.
Following the conclusion of post completion negotiations with the buyer of the Company’s subsidiaries, it was announced that each API Shareholder would receive a further Redeemable Bonus Share for each API Share they held, which would also be immediately redeemed for a cash payment equal to the redemption price of 3p effective
2025 2024
£ £
Opening balance 198,233,868 -
Shares redeemed during the year 11,436,569 198,233,868
Closing balance 209,670,437 198,233,868
Winding Up Shares
As previously announced, the Board intends that the Company is placed into voluntary winding up at an appropriate time with the exact timing being dependent on a number of factors, primarily the sale of Far Ralia.
Placing the Company into Voluntary Winding Up would normally require the approval of Shareholders at the General Meeting. However, to prevent the need for a further General Meeting, and because
On
Treasury Shares
In 2022, the Company undertook a share buyback programme at various levels of discount to the prevailing NAV. There were no shares bought back or issued or removed from
17. Reserves
The detailed movement of the below reserves for the years to
Retained earnings
This is a distributable reserve and represents the cumulative revenue earnings of the Company less dividends paid to the Company’s shareholders.
Capital reserves
This reserve represents realised gains and losses on disposed investment properties and unrealised valuation gains and losses on investment properties and land and cash flow hedges since the Company’s launch.
Other distributable reserves
This reserve represents the share premium raised on launch of the Company which was subsequently converted to a distributable reserve by special resolution dated
18. Earnings per share
Basic earnings per share amounts are calculated by dividing profit/loss for the year net of tax attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year. As there are no dilutive instruments outstanding, basic and diluted earnings per share are identical. The earnings per share for the year is set out in the table below.
The following reflects the income/(loss) and share data used in the basic and diluted earnings per share computations:
2025 2024
£ £
Loss for the year net of tax (3,273,362) (42,894,200)
2025 2024
Weighted average number of ordinary shares outstanding 381,218,977 381,218,977
during the year
Loss per ordinary share (pence per share) (0.9) (11.3)
(Loss)/profit for the year excluding capital items (£) (128,419) 7,011,154
(Loss)/profit for the year excluding capital items (0.0) 1.8
(pence per share)
19. Dividends and Property Income Distributions Gross of Income Tax
12 months to Dec 25
PID Non-PID Total PID Non-PID
Dividends
pence pence Pence £ £
Accrued initial distribution on
exiting REIT regime (paid in 3.0000 - 3.0000 11,436,569 -
January)
Distribution on exiting REIT 0.9213 - 0.9213 3,512,071 -
regime (paid in November)
Total dividends paid 3.9213 - 3.9213 14,948,640 -
Accrued prior year (3.0000) - (3.0000) (11,436,569) -
distributions paid in January
Total dividends paid for the 0.9213 - 0.9213 3,512,071 -
year
On
12 months to Dec 24
PID Non-PID Total PID Non-PID
Dividends
pence pence Pence £ £
Quarter to 31 December of 0.3980 0.6020 1.0000 1,517,252 2,294,938
prior year (paid in February)
Quarter to 31 March (paid in 1.0000 - 1.0000 3,812,190 -
May)
Quarter to 30 June (paid in 0.4500 0.5500 1.0000 1,715,485 2,096,705
August)
Quarter to 30 September (paid 0.3000 0.7000 1.0000 1,143,657 2,668,533
in November)
Total dividends paid 2.1480 1.8520 4.0000 8,188,584 7,060,176
Distribution on exiting REIT 3.0000 - 3.0000 11,436,569 -
regime (paid after year end)
Prior year dividends (per (0.3980) (0.6020) (1.0000) (1,517,252) (2,294,938)
above)
Total dividends paid for the 4.7500 1.2500 6.0000 18,107,901 4,765,238
year
20. NAV per share
The NAV attributable to ordinary shares is based on the most recent valuation of the investment properties.
2025 2024
Number of ordinary shares at the reporting date 381,218,977 381,218,977
2025 2024
£ £
Total equity per audited financial statements 12,141,829 30,363,831
NAV per share (p) 3.2 8.0
21. Related Party Disclosures
Directors’ remuneration
The Directors of the Company are deemed as key management personnel and received fees for their services. Total fees for the year were £121,396 (2024: £389,757) none of which remained payable at the year-end (2024: nil).
abrdn
2025 2024
£ £
Mike Balfour 57,000 46,000
Mike Bane 50,000 40,000
James Clifton-Brown - 55,000
Jill May - 42,500
Sarah Slater - 40,000
One-off fee* - 110,000
Employers’ national insurance contributions 14,251 41,746
121,251 375,246
Directors’ expenses 145 14,511
121,396 389,757
* As noted in the Directors’ Remuneration Report in the full Annual Accounts, during 2024, each Director received a one-off fee of £20,000 with the Former Chair receiving £30,000 to partially reflect the additional work performed over the strategic review conducted in 2023.
Distributions from Subsidiaries
While part of the (former) Group, the Company received £21.1m by way of distributions from its immediate wholly owned subsidiary abrdn
22. Segmental Information
The Board has considered the requirements of IFRS 8 ‘operating segments’. The Board is of the view that the Company is engaged in a single segment of business, being property investment and in one geographical area, the
23. Non-Going Concern adjustment for estimated costs of disposal of property portfolio
As explained in note 2 the Company’s financial statements are no longer prepared on a going concern basis. The Board have assessed the consequences of this and the decision made in
2025 2024
£ £
Fair Value of Land 6,750,000 10,000,000
Assumed average sales costs of 1.25% - (125,000)
Revised anticipated sales costs (247,750) -
Aberdeen disposal fee (27,000) (40,000)
Estimated disposal costs (274,750) (165,000)
Carrying Value 6,475,250 9,835,000
The assumed rate of 1.25% as recognised in 2024 (see table above) represented the best estimate of a reasonable sales cost for Far Ralia at the time. Since this time, a new marketing approach has been undertaken, and a revised agreement has been signed with the Company’s appointed agent – the revised anticipated sales costs are reflective of this new agreement in addition to anticipated legal fees. The Aberdeen disposal fee has been calculated in accordance with the terms of the revised IMA as explained in note 4a.
24. Commitments and Contingent Liabilities
The Company had no contracted capital commitments as at
As discussed in note 4, following the Shareholder vote to place the (former) Group into a Managed Wind-Down, a new agreement with the Investment Manager was signed effective
Following the sale of the Company’s subsidiaries on
However, as detailed further in note 4a, the Investment Manager will receive a Disposal fee of 0.4% of the Gross Disposal Price.
25. Events after the balance sheet date
Estimated Costs of Disposal
As detailed in notes 2.1 and 23, the Company’s financial statements are no longer prepared on a going concern basis, and the fair market value of land has been reduced by an accrual for the estimated costs of disposal (including both legal and agent fees). Under the terms of the revised agreement, the ultimate fee payable will likely be impacted by both the agreed sales price and timeline to eventual sale.
This Annual Financial Report announcement is not the Company's statutory accounts for the year ended
Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise. Investors may not get back the amount they originally invested.
All enquiries to:
The Company Secretary
Trafalgar Court
Les Banques
GY1 3QL
Tel: 01481 745001
Fax: 01481 745051
Tel: 07801039463 or jason.baggaley@aberdeenplc.com
Tel: 07703695490 or mark.blyth@aberdeenplc.com
Tel: 0131 372 9392 or craig.gregor@aberdeenplc.com
