REG-abrdn Property Income Trust Limited: Annual Financial Report
Tue 07:02
Guernsey: 28 April 2026
LEI: 549300HHFBWZRKC7RW84
abrdn Property Income Trust Limited
(“API” or the “Company”)
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
The Company's Annual Report and Accounts for the year ended 31 December 2025
and the Notice of the Annual General Meeting will shortly be available to view
on the Company's corporate website at
https://www.abrdnpit.co.uk/en-gb/literature.
The Documents have also been submitted to the
National Storage Mechanism and are available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Hard copies will be posted to
shareholders shortly.
PERFORMANCE SUMMARY
Earnings, Dividends & Costs 31 December 2025 31 December 2024
IFRS Loss per share (p) (0.9) (11.3)
Dividends paid per ordinary share (p) 0.9 3.0
Dividends declared per ordinary share but not yet paid (p) * - 0.0
Capital Distributions (p) 3.0 52.0
Ongoing Charges **
As a % of average net assets including direct property costs 4.0 2.8
As a % of average net assets excluding direct property costs 3.9 1.2
Capital Values & Gearing 31 December 2025 31 December 2024 Change %
Net assets (£million) 12.1 30.4 (60.1)
Net asset value per share (p) (note 20) 3.2 8.0 (60.2)
Ordinary Share Price (p) 2.4 6.9 (65.2)
(Discount)/Premium to NAV (%) *** (24.6) (13.8)
Total Return 1 year % return 3 year % return 5 year % return 10 year % return
Share Price ^ 5.5 21.6 41.3 30.6
FTSE All-Share Real Estate Investment Trusts Index 11.9 10.2 (2.4) (2.2)
FTSE All-Share Index 24.0 46.5 73.9 123.4
* Represents the special interim property income distribution to shareholders
(Ex-Dividend Date: 19 December 2024, Record Time: 20 December 2024) as a
result of exiting the REIT regime. This was in addition to the return of
capital via the redeemable bonus shares
** 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: Aberdeen PLC, MSCI
CHAIR’S STATEMENT
Background
As longer standing shareholders will be aware from previous communications,
the sale in November 2024 of abrdn Property Holdings Limited (aPH) resulted in
the disposal of the investment property portfolio barring one asset.
This final holding is the land in the Cairngorms known as Far
Ralia, which was originally acquired as part of the Company’s Net Zero
Carbon target and is currently being marketed for sale.
There is an update on progress within the Investment Manager’s report.
Following a sale of Far Ralia, and in line with the shareholder vote in May
2024, it is the Board’s intention to progress with a liquidation of the
Company and return the proceeds to shareholders.
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 1 April 2026.
Additionally, during the year the Board decided to change the Company’s
auditor from Deloitte LLP to Grant Thornton Limited as the latter represented
better value for money. This forms part of an ongoing exercise whereby the
costs of all the Company's suppliers are being scrutinised in efforts to
reduce these where possible.
Potential Delisting
As part of these cost saving efforts, the Board considered the potential for
the Company to delist from the London Stock Exchange.
Whilst offering an attractive reduction in costs, it was noted that this could
have a material impact on some shareholders. In
collaboration with the Company’s Broker, the Board consulted with a range of
shareholders to gauge their views and, on the whole, shareholders preferred
their shares to remain listed.
Board Composition
Since the resignation of three Directors in December 2024, the Board has
comprised two Directors. It is felt that this better
reflects the extent of oversight the Company requires during the wind-down
phase. Depending on timing and structure of any
liquidation, this number will probably reduce to one for the final wind-down
of the Company.
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
Liquidity Fund (Sterling Class), to provide the balance of a competitive rate
of interest and security of capital.
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 London Stock Exchange effectively
meaning the shares cannot be sold, with their value totally dependent on the
proceeds distributed by the liquidator after all assets are sold and
liabilities paid. Furthermore, the NAV of 3.2p excludes any provision for
future costs associated with the running of the Company through liquidation.
To date, these have largely been covered by the interest generated from the
money market investment, however given the recent distributions, interest
income has fallen and the NAV will decline over time.
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 10.00am on Monday 10
August 2026 at the offices of Aberdeen Group PLC, 1 George Street, Edinburgh
EH2 2LL. The Board looks forward to welcoming shareholders in person where
they will have the opportunity to put questions to the Board and/or the
Manager. Shareholders are also invited to submit questions by email in advance
to property.income@aberdeenplc.com
27 April 2026
Mike Balfour
INVESTMENT MANAGER’S REPORT
Review of 2025
After the sale of aPH in November 2024, and with it the majority of the
property assets, the two main workstreams during 2025 were resolving the
outstanding matters in relation to the sale of aPH and progressing with the
marketing of the Company’s final asset, Far Ralia.
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 Scottish Forestry. Due to the change in
ownership of Far Ralia, whereby it was transferred from aPH to abrdn Property
Income Trust, extra-legal and registration hurdles had to be overcome with the
Scottish Government resulting in a delayed payment of the grant funding.
All the legal documentation, including Standard Security, has
now been completed, and we await the payment from Scottish Forestry.
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
Middle East, could cause further delay in the disposal of Far Ralia.
It is widely anticipated that there will be an increase in UK
inflation due to the constrained oil supply, which in turn could lead to a
reactive increase in the Bank of England interest rates.
Any increase in the cost of capital and the risk-free rate may reduce
investor’s appetite and/or their pricing expectations.
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 Knight Frank LLP
under the provisions of the RICS Red Book. As at 31
December 2025 it was valued at £6.75m.
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 Scottish Forestry; the Board will provide an update to
Shareholders if this position changes. The risk therefore is that any delays
in the sales process will impact not just the timing of the liquidation but
also potentially the scale of final distribution to shareholders (see below).
The risk is mitigated by an active marketing process
including a change in marketing strategy implemented during the year. Legal
documentation in relation to Grant Funding has now concluded and validation of
PIUs from the Woodland Carbon Cide has been received (which would likely be a
requirement for any prospective buyer). Scottish Forestry consent will still
be required as part of the sales process. Furthermore, the Board has been in
contact with the potential liquidators regarding the timing of when they could
be appointed and the retention they would require.
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 December 2024 and again at the point of the secondary
distribution during November 2025 (via the Redeemable Bonus Share issues). The
ultimate distribution to shareholders is highly dependent on the timing of the
sale of Far Ralia and the resultant sales price achieved; the former is likely
to impact the accumulated ongoing running costs prior to liquidation (i.e.
longer period to liquidation, higher running costs). This risk is mitigated
through the regular review of forecast costs, scrutiny of the selling agent,
and proactive discussions with the potential liquidator. There still remains a
risk around any unforeseen outcomes / liabilities associated with the former
subsidiaries (relating to the Company’s period of ownership). While there
are few avenues for mitigation of such a risk at present, the likelihood has
been deemed low given the robust governance and due diligence with which these
subsidiaries were managed and sold.
Environmental.
Extreme weather events both in the UK and globally are becoming a more regular
occurrence due to climate change, the impact of the environment on property
and on the wider UK economy is seen as an increasing risk.
Environmental risk was historically considered as part of each purchase and
monitored on an ongoing basis by the Investment Manager.
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 May 2024 to change the (former)
Group’s Investment Policy placing the Company and its former subsidiaries
into a Managed and Orderly Wind-Down, and the subsequent disposal of these
subsidiaries to GoldenTree Asset Management LP in November 2024, there now
exists a clear risk around the ultimate liquidation process itself. Once in
liquidation, the Company’s shares will no longer be traded on a stock
exchange, and shareholders will not be able to realise their investments and
will be dependent on the liquidator who will assume responsibilities over the
operational management of the Company during the liquidation period. The
length of the liquidation itself and timing of ultimate distributions relating
to any residual cash due to shareholders would be at their discretion.
▸ 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
Republicans win in the US elections in 2024. This could derail progress
against global climate targets and dampen the demand for carbon offset assets.
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 Guernsey law and IFRS Accounting Standards.
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 (Guernsey) Law, 2008. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud, error and non-compliance with law and regulations.
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 Guernsey governing the preparation and dissemination of the
financial statements may differ from legislation in other jurisdictions.
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 UK Corporate Governance Code
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
27 April 2026
Mike Balfour
Chair
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 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 aborted merger 4 - (2,800,223)
Fees associated with managed wind-down and portfolio disposal 4 - (399,197)
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 fair value of investment properties (951,716) 14,371,512
Valuation (loss)/gain from land 8 (3,668,810) 475,876
Estimated costs arising from future disposal of land (109,750) (165,000)
Loss on disposal of subsidiaries 10 - (48,152,578)
Adjustment to loss on disposal of subsidiaries 10 633,617 -
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 of tax (3,273,362) (42,795,416)
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 at 31 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 27 April 2026
and signed on their behalf by James Clifton-Brown
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
Notes Share Capital £ Treasury Shares £ Redeemable Bonus Shares £ Retained Earnings £ Capital Reserves £ Other Distributable Reserves £ Total Equity £
Opening balance 1 January 2025 228,383,857 (18,400,876) (198,233,868) - (49,022,257) 67,636,975 30,363,831
Loss for the year - - - (3,273,362) - - (3,273,362)
Total comprehensive loss for the year - - - (3,273,362) - - (42,795,416)
Redeemable Bonus Shares 16 - - (11,436,569) - - - (11,436,569)
Dividends paid in respect of the year 19 - - - (3,512,071) - - (3,512,071)
Valuation loss from land 8 - - - 3,668,810 (3,668,810) - -
Reclassified from Other distributable reserves - - - 3,750,240 - (3,750,240) -
Loss on disposal of subsidiaries - - - (633,617) 633,617 - -
Balance at 31 December 2025 228,383,857 (18,400,876) (209,670,437) - (52,057,450) 63,886,735 12,141,829
For the year ended 31 December 2024
Notes Share Capital £ Treasury Shares £ Redeemable Bonus Shares £ Retained Earnings £ Capital Reserves £ Other Distributable Reserves £ Total Equity £
Opening balance 1 January 2024 228,383,857 (18,400,876) - - (9,660,578) 97,756,040 298,078,443
Loss for the year - - - (42,894,200) - - (42,894,200)
Other comprehensive loss - - - - 98,784 - 98,784
Total comprehensive loss for the year - - - (42,894,200) 98,784 - (42,795,416)
Redeemable Bonus Shares 16 - - (198,233,868) - - - (198,233,868)
Dividends paid 19 - - - (15,248,759) - - (15,248,759)
Dividends payable 19 - - - (11,436,569) - - (11,436,569)
Valuation gain from land 8 - - - (475,876) 475,876 - -
Reclassified from Other distributable reserves - - - 30,119,065 - (30,119,065) -
Transfer between reserves (10,279,891) 10,279,891 - -
Loss on disposal of subsidiaries - - - 48,152,578 (48,152,578) - -
Loss on disposal of investment properties 7 - - - 2,063,652 (2,063,652) - -
Balance at 31 December 2024 228,383,857 (18,400,876) (198,233,868) - (49,022,257) 67,636,975 30,363,831
STATEMENT OF CASH FLOW
For the year ended 31 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 shareholders 19 - (11,436,569)
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 disposal 109,750 165,000
(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 activities (6,635,397) 4,063,381
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 properties 7 - 42,986,348
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 shareholders 19 (14,948,640) (15,248,759)
Net cash outflow from financing activities (26,385,209) (250,722,909)
Net (decrease)/increase in cash and cash equivalents in the year (32,037,612) 30,001,328
Cash and cash equivalents at beginning of year 12 36,655,166 6,653,838
Cash and cash equivalents at end of year 12 4,617,554 36,655,166
Notes TO the consolidated financial statements
1. General information
abrdn Property Income Trust Limited (“the Company”), having previously
disposed of its entire holding in its former subsidiaries, is now in the
process of winding-down prior to entering liquidation. The Company is a
limited liability company incorporated in Guernsey, Channel Islands. The
Company has its listing on the London Stock Exchange.
The address of the registered office is
PO Box 255,
Trafalgar Court,
Les Banques,
St Peter Port,
Guernsey.
These audited Financial Statements were approved for issue by the Board of
Directors on 27 April 2026.
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
(Guernsey) Law, 2008. The audited Financial Statements of the Company have
been prepared under the historical cost convention as modified by the
measurement of investment property, land and derivative financial instruments
at fair value. The Financial Statements are presented in pounds sterling and
all values are not rounded except when otherwise indicated.
Assessment of Going Concern
At 31st December 2025, the Company holds an interest in the land at Far Ralia,
related grant income receivable and cash retained from the sales proceeds of
former subsidiaries to cover anticipated costs until fully liquidated.
The Board is satisfied that the Company will have no material
difficulty in meeting its liabilities as they fall due until the Company
enters liquidation. The Board has a clear intention to enter liquidation once
it is satisfied that the remaining assets can be realised.
As such, in accordance with IAS1 para 25 and IAS 10 (Events after the
Reporting Period) para 14, these financial statements have been prepared on a
basis other than that of a going concern.
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 28 May 2024, the Company and its
former subsidiaries were managed with the intention of realising all the
assets in its portfolio in an orderly manner, with a view to repaying
borrowings and making timely returns of capital to shareholders whilst aiming
to obtain the best achievable value for the assets. As
part of this process, the (former) Group successfully disposed of 6 Investment
Properties prior to reaching an agreement with GoldenTree Asset Management LP
for the sale of its wholly owned subsidiary abrdn Property Holdings Limited
(aPH). The transaction, which completed on the 29th
November, comprised the sale of 39 assets being the (former) Group’s entire
investment property portfolio excluding its interest in the land at Far Ralia
(which was subsequently transferred to the Company prior to year end following
subsequent Scottish Government consent).
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 52 pence per
Redeemable Bonus Share. On 17th December 2024,
approximately 99.5% of shareholders who voted cast their votes in favour of
this proposal and the funds were returned to shareholders prior to 31 December
2024. Further to this, an issue and redemption of Redeemable Bonus Shares
repurchased for 3 pence per Redeemable Bonus Share was made (effective 10
November 2025).
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 1 January 2026]
▸ Amendments to IFRS 9 Financial Instruments (Contracts
Referencing Nature-dependent Electricity) [Effective 1 January 2026]
▸ Annual Improvements to IFRS Accounting Standards (Volume 11)
[Effective 1 January 2026]
▸ Amendments to IFRS 18 Presentation and Disclosure in Financial
Statements [Effective 1 January 2027]
▸ Amendments to IFRS 19 Subsidiaries without Public
Accountability: Disclosures [Effective 1 January 2027]
▸ 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 abrdn Property Income Trust Limited, and its material wholly
owned subsidiary undertakings.
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 31 December 2024 represented the Company in isolation, while
the Statement of Comprehensive Income included the consolidated income and
expenditure for the subsidiaries up to the date of disposal as noted above.
For 2025, both the Statement of financial Position and Statement of
Comprehensive Income represent the Company in isolation.
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 UK REIT
from 29 November 2024.
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 31 December 2025 in accordance with IFRS
5 Non - current Assets
Held for Sale and Discontinued Operations.
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 31 December 2025, no
depreciation or amortisation is charged on assets classified as held for sale.
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 31 December 2025 have been classified as current assets.
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. Financial Risk Management
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 United Kingdom. Therefore, the Company only
engages in one form of currency being pound sterling.
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 27 April
2023 and ceased to belong to the (former) Group on 29 November 2024.
i) Interest Rate
risk
As described below the Company invested cash balances with Citibank and also
made an investment in the abrdn Liquidity Fund managed by Aberdeen PLC with
the excess proceeds from the sale of the subsidiaries. These balances expose
the Company to cash flow interest rate risk as the Company’s income and
operating cash flows will be affected by movements in the market rate of
interest. There is considered to be no fair value interest rate risk in regard
to these balances.
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 31 December 2025, if market interest rates had been 100 basis points
higher, which is deemed appropriate given historical movements in interest
rates, with all other variables held constant, the profit for the year would
have been £173,920 higher (2024: £366,552 higher) as a result of the higher
interest income on cash and cash equivalents.
At 31 December 2025, if market interest rates had been 100 basis points lower
with all other variables held constant, the profit for the year would have
been £173,920 lower (2024: £366,552 lower) as a result of the lower interest
income on cash and cash equivalents.
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 31 December 2025 £121,937 (2024: £3,807,736) was held with Citibank,
while £4,495,617 was invested in the abrdn Liquidity Fund (Lux) Sterling Fund
(2024: £32,847,430).
The abrdn Liquidity Fund (Lux) Sterling Fund is a money market fund which
offers same day liquidity and has obtained an Aaa-mf money market fund rating
from Moody’s. Citibank is rated A-2 Stable by Standard & Poor’s and P-2
Stable by Moody’s. The Scottish Government has been rated AA3 Stable by
Moody’s and AA Stable by Standard & Poor’s as a long-term issuer.
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 2025 On demand 12 months 1 to 5 years >5 years Total
£ £ £ £ £
Trade and other payables 752,858 - - - 752,858
752,858 - - - 752,858
Year ended 31 December 2024 On demand 12 months 1 to 5 years >5 years Total
£ £ £ £ £
Trade and other payables 18,297,427 - - - 18,297,427
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 merger 4b - 2,800,223
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 1 January 2023, the Investment Manager was entitled to a fee of 0.60% of
total assets up to £500m, and 0.50% of total assets in excess of £500
million. Following the Shareholder vote to place the
(former) Group into a Managed Wind-Down, a new agreement was signed effective
31 May 2024. Under the novated agreement, the Investment
Manager is entitled to a fee of 0.20% per annum on total assets (with a floor
of £50,000 per quarter until there are no properties remaining and £35,000
thereafter). The Investment Manager is also entitled to a further 0.40%
payable based on the Gross Disposal proceeds of the underlying portfolio –
£1,459,100 has been recognised in accordance with the disposal of the assets
to date and was part of the realised loss on disposal recognised in 2024.
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 31 May 2024; the fee would only be
triggered if this was both greater than 90% of said valuation and if all
assets were sold prior to November 2025. The deadline for this has now lapsed
and the fee will no longer be triggered.
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
Knight Frank LLP (“the Valuers”), external international real estate
consultants, were appointed as valuers in respect of the assets comprising the
property portfolio. The total valuation fees charged for the year amounted to
£12,000 (2024: £57,835). Until the sale of the
subsidiaries, the total valuation fee comprised a base fee for the ongoing
quarterly valuation at an annual rate of 0.017 percent of the aggregate value
of the property portfolio (paid quarterly), and a one-off fee on acquisition
of an asset. Following the conclusion of the sale, the
agreement with Knight Frank was novated and fees were an initial £5,000
(excluding VAT) for the first valuation (December 2024) and £2,500 (excluding
VAT) for each subsequent valuation undertaken.
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 Deloitte LLP and
appoint Grant Thornton as independent auditor of the Company. The audit fees
for the year amounted to £68,500 (2024: £167,125) and relate to audit
services provided for the 2025 financial year. Grant Thornton did not provide
any non-audit services in the year (2024: nil).
4e. Administration, secretarial and registrar fees
On 19 December 2003 Northern Trust International Fund Administration Services
(Guernsey) Limited (“Northern Trust”) was appointed administrator,
secretary and registrar to the Company. Following increased activity early
2024, a novated agreement with Northern Trust was agreed on 29 July 2024 –
prior to this, Northern Trust was entitled to an annual fee, payable quarterly
in arrears, of £65,000. From 1 August 2024 to 31 July 2025, Northern Trust
were entitled to an annual fee of £95,670 subject to annual fixed RPI
increases of 6.3% effective on the anniversary of 1 August. In addition, they
were entitled to a fixed fee of £25,000 in addition to fees of £3,000
(subject to RPI uplifts) for assistance with each property disposal –
replaced with a fee of £10,000 if multiple properties are sold in tranches.
Finally, Northern Trust is also entitled to reimbursement of reasonable out of
pocket expenses. Total fees and expenses charged for the year amounted to
£117,401 (2024: £136,262). The amount due and payable at the year-end
amounted to £72,080 (2024: £116,946).
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
UK REIT Status
The (former) Group migrated tax residence to the UK and elected to be treated
as a UK REIT with effect from 1 January 2015. As a UK REIT, the income profits
of the (former) Group’s UK property rental business were exempt from
corporation tax as were any gains it made from the disposal of its properties,
provided they were not held for trading or sold within three years of
completion of development. The (former) Group was otherwise subject to UK
corporation tax at the prevailing rate.
Following the sale of the Company’s subsidiaries on 29th November 2024
(including the investment property portfolio), abrdn Property Income Trust
Limited automatically left the UK REIT regime; one of the quantitative
requirements for being a member of the UK REIT regime is that the qualifying
property rental business must contain at least three separate properties.
Prior to the sale, the Company consulted with their appointed tax advisors on
implications of leaving the REIT regime.
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 UK property
rental business. There were a number of other conditions that were also
required to be met by the Company and the (former) Group to maintain REIT tax
status. These conditions were met in the period up until the Company disposed
of its shareholding in the subsidiaries. Accordingly, deferred tax was not
recognised on temporary differences relating to the property rental business;
the Company in isolation does have brought forward tax losses of £3.4m albeit
a deferred tax asset has not been recognised given uncertainty over whether
the Company will have future taxable profits.
The Company and its former Guernsey subsidiary have obtained exempt company
status in Guernsey so that they were exempt from Guernsey taxation on income
arising outside Guernsey and bank interest receivable in Guernsey. A
reconciliation between the tax charge and the product of accounting profit
multiplied by the applicable tax rate for the year ended 31 December 2025 and
2024 is as follows:
2025 2024
£ £
Loss before tax (3,328,473) (42,839,090)
Tax calculated at UK statutory corporation tax rate of 25% (832,118) (10,709,772)
Valuation loss in respect of Investment properties not subject to tax (pre-29th Nov) - 3,425,858
UK REIT exemption on net income - (1,711,456)
Valuation loss in respect of Lant at Far Ralia post 29th Nov 944,640 164,562
Valuation (gain)/loss in respect of sale of Subsidiaries (158,404) 8,885,918
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 29
November 2024, the Company no longer held any investment properties barring
its interest in the Land at Far Ralia (see Note 8). The disclosure below
represents the net movement as recognised by the Company and (former) Group
during 2024.
UK UK UK UK
Industrial Office Retail Other Total
2024 2024 2024 2024 2024
£ £ £ £ £
Market value at 1 January 250,070,037 72,575,000 72,390,000 35,900,000 430,935,037
Purchase of investment properties - - - - -
Capital expenditure on investment properties - - - - -
Opening market value of disposed investment properties (29,700,000) (15,350,000) - - (45,050,000)
Market value prior to sale of subsidiaries 220,370,037 57,225,000 72,390,000 35,900,000 385,885,037
Opening market value of disposed investment properties (220,370,037) (57,225,000) (72,390,000) (35,900,000) (385,885,037)
Market value at 31 December - - - - -
Carrying value at 31 December - - - - -
The valuations were historically performed by Knight Frank LLP, acting in the
capacity of a valuation adviser to the AIFM, accredited
external valuers with recognised and relevant professional qualifications and
recent experience of the location and category of the
investment properties being valued. The valuation model in accordance with
Royal Institute of Chartered Surveyors (‘RICS’)
requirements on disclosure for Regulated Purpose Valuations was applied (RICS
Valuation - Global Standards, which incorporate the
International Valuation Standards). These valuation models were consistent
with the principles in IFRS 13.
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
Scottish Government for such costs. The conditions of the grant are deemed to
be complied with on initial completion of work on the associated Work Areas
identified under the Grant agreement. As at 31 December
2025, no grant income has yet been received, however, £1,646,507 (2024:
£1,646,507) has been recognised in accordance with the Company’s policy for
grant recognition (see Note 2.3 C ii). Per the terms of
the Grant contracts, no further grant income has been recognised in the period
as the next claim cannot be made until the 2026/27 tax year; this will only be
payable to the entity who submits the claim / owns Far Ralia at the point of
approval. As part of the grant process the Company has entered into a Standard
Security over Far Ralia in favour of Scottish Forestry, which has no impact on
the valuation or marketing exercise. While management believes all conditions
of the grant income have been met, the timing of the eventual receipt of the
grant income remains subject to administrative processing by the granting
authority.
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 Knight Frank LLP whose
credentials are set out in note 7. The method of valuation is capitalisation
of net grant income, inputs being the carbon credits, grant income and
capitalisation yield.
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 29
November 2024, the Group no longer held any investment properties.
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 Property Holdings Limited of
£20,031 represents minor costs relating to the property portfolio previously
not accounted for in the completion accounts.
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 Property Holdings Limited, a company
with limited liability incorporated and domiciled in Guernsey, Channel
Islands, whose principal business is property investment. abrdn Property
Holdings Limited, in turn, owned the entire issued share capital of a General
Partner which held, through a Limited Partnership, a portfolio of UK real
estate assets.
* 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 29th November 2024, the Company completed on the disposal of 100% of the
share capital of abrdn Property Holdings Limited. The
transaction included the disposal of the entire group of subsidiaries listed
above. Following subsequent negotiations over the Completion Accounts, the
final price paid by GoldenTree was £234.3m. Included within the transaction
costs associated with the sale, were £1,459,100 payable to the Investment
Manager.
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 completion account review) - 276,614,616
Derecognition of Far Ralia (transferred to Company) - (10,000,000)
Derecognition of Accrued Grant Income for Far Ralia (transferred to Company) - (1,646,507)
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 Portfolio to Realised Losses - 12,751,247
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 31 December 2025, trade receivables of £nil (2024: £nil) were less
than 3 months past due but considered not impaired.
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 31st March 2026 (31 December 2024: £18.3bn), had a
weighted average maturity of 57 days (31 December 2024: 48 days) and provided
a Gross 30-day annualised yield of 3.9% (December 2024: 4.87%).
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 Royal Bank of Scotland
International (‘RBSI’) was transferred as part of the sale of the
subsidiaries on 29 November 2024. At the time of the
disposal, £28.3m of the RCF was drawn in addition to the term loan of £85m.
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
Analysis of movement in net debt Cash and cash equivalents £ Interest-bearing loans £ 2025 Net debt £ Cash and cash equivalents £ Interest-bearing loans £ 2024 Net debt £
Opening balance 36,655,166 - 36,655,166 6,653,838 (141,251,910) (134,598,072)
Cash movement (32,037,612) - (32,037,612) 32,851,922 28,574,379 61,426,301
Elimination on sale - - - (2,850,594) 112,922,048 110,071,454
Amortisation of arrangement costs - - - - (244,517) (244,517)
Closing balance 4,617,554 - 4,617,554 36,655,166 - 36,655,166
The loan facility was historically secured by fixed and floating charges over
the assets of the Company and its wholly owned subsidiaries, abrdn Property
Holdings Limited and abrdn (APIT) Limited Partnership.
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 27 April 2023) with a cap level (SONIA) set at
3.959%. The cost of purchasing this cap was £2,507,177
and would have expired in April 2026 at the same time as the loan facility.
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 rate cap at 31 December - 614,304 614,304
Less Closing Interest Accrual * - (82,903) (82,903)
Adjusted fair value of interest rate cap at 31 December - 531,401 531,401
Opening Adjusted fair value of interest rate cap at 1 January 625,276 783,505 1,408,781
Valuation (loss)/gain recognised on Adjusted Valuation (625,276) (252,104) (877,380)
Net Change in fair value (as above) (625,276) (169,201) (794,477)
Less Closing Interest Accrual (as above) * - (82,903) (82,903)
Valuation (loss)/gain recognised on Adjusted Valuation (625,276) (252,104) (877,380)
* 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 Reserves Reconciliation Cost of hedging reserve Cash flow hedge reserve Total
£ £ £
Opening Reserve (1,316,871) 570,245 (746,626)
Valuation (loss)/gain recognised on Adjusted Valuation (625,276) (252,104) (877,380)
Less Prior accrual - 213,260 213,260
Amortisation of Premium (See Note 5) 762,904 - 762,904
Valuation loss as recognised in Other Comprehensive Income 137,628 (38,844) 98,784
Derecognition of residual premium 1,179,243 - 1,179,243
Derecognition of residual value - (531,401) (531,401)
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 1 pence each, subject to issuance
limits set at the AGM each year. As at 31 December 2025 there were 381,218,977
ordinary shares of 1p each in issue (2024: 381,218,977). All ordinary shares
rank equally for dividends and distributions and carry one vote each (as noted
below, these shares no longer carry the right to vote on voluntary winding up
of the Company). There are no restrictions concerning the transfer of ordinary
shares in the Company, no special rights with regard to control attached to
the ordinary shares, no agreements between holders of ordinary shares
regarding their transfer known to the Company and no agreement which the
Company is party to that affects its control following a takeover bid.
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 Bonus Shares (381,218,977) (381,218,977)
Closing balance 381,218,977 381,218,977
Redeemable Bonus Shares
Following the disposal of the Company's subsidiaries on 29 November 2024, the
Company issued to Shareholders a recommended proposal for adoption of a
Redeemable Bonus Share Scheme to return capital to Shareholders as efficiently
as possible. The proposal noted that each API
Shareholder would receive 1 Redeemable Bonus Share for each API Share they
held, which would then be immediately redeemed for a cash payment equal to the
redemption price. On 17 December 2024, Shareholders
voted in favour of this motion and an initial redemption / cancellation
of these shares (at a declared redemption price of 52p)
occurred on 19 December 2024, with proceeds subsequently being returned to
Shareholders on 24 December 2024.
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 10 November 2025 – with proceeds
being returned to Shareholders on 13 November 2025. The table below summarises
the cumulative amounts returned to shareholders using the Company’s
Redeemable Bonus Share arrangements.
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 Guernsey law does not allow
liquidators to be appointed on a conditional basis, a proposal was put to
Shareholders to amend the Company's Articles of Incorporation to allow for the
creation and issue of a new class of share. The
intention was for one such share to be issued at some point in the future to a
director of the Company, with the share given the sole right to vote on the
voluntary winding up of the Company; the proposal noted that the change to the
articles would also remove the right of API ordinary shares to vote at such a
meeting.
On 17 December 2024, Shareholders voted in favour of this motion however as at
31 December 2025 such a share had not yet been issued.
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 Treasury during the current or previous year.
17. Reserves
The detailed movement of the below reserves for the years to 31 December 2025
and 31 December 2024 can be found in the Consolidated Statement of Changes in
Equity above. The reserves below represent the cumulative earnings of the
Company which are likely available for distribution to shareholders in the
future.
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 4 December 2003.
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 during the year 381,218,977 381,218,977
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 (pence per share) (0.0) 1.8
19. Dividends and Property Income Distributions Gross of Income Tax
12 months to Dec 25
Dividends PID pence Non-PID pence Total Pence PID £ Non-PID £
Accrued initial distribution on exiting REIT regime (paid in January) 3.0000 - 3.0000 11,436,569 -
Distribution on exiting REIT regime (paid in November) 0.9213 - 0.9213 3,512,071 -
Total dividends paid 3.9213 - 3.9213 14,948,640 -
Accrued prior year distributions paid in January (3.0000) - (3.0000) (11,436,569) -
Total dividends paid for the year 0.9213 - 0.9213 3,512,071 -
On 10 January 2025 a dividend of 3.0 pence per share was paid as an initial
Property Income Distribution (declared December 2024). Following an extended
negotiation period with the buyers of the Company’s subsidiaries which
included adjustments to the amount of the Company’s Property Income, a final
PID of 0.921274 pence per share (rounded to 0.9213 pence per share above) was
declared and paid in November 2025.
12 months to Dec 24
Dividends PID pence Non-PID pence Total Pence PID £ Non-PID £
Quarter to 31 December of prior year (paid in February) 0.3980 0.6020 1.0000 1,517,252 2,294,938
Quarter to 31 March (paid in May) 1.0000 - 1.0000 3,812,190 -
Quarter to 30 June (paid in August) 0.4500 0.5500 1.0000 1,715,485 2,096,705
Quarter to 30 September (paid in November) 0.3000 0.7000 1.0000 1,143,657 2,668,533
Total dividends paid 2.1480 1.8520 4.0000 8,188,584 7,060,176
Distribution on exiting REIT regime (paid after year end) 3.0000 - 3.0000 11,436,569 -
Prior year dividends (per above) (0.3980) (0.6020) (1.0000) (1,517,252) (2,294,938)
Total dividends paid for the year 4.7500 1.2500 6.0000 18,107,901 4,765,238
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 Fund Managers Limited, as the Manager of the (former) Group from 10
December 2018, (formerly Aberdeen Standard Fund Managers Limited), received
fees for their services as investment managers. Further details are provided
in note 4.
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 Property
Holdings Limited during 2024. No such distributions were
received in 2025.
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 United
Kingdom.
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 May 2024 to realise the (former) Group’s
portfolio of assets and return the proceeds to shareholders. The Board
concluded that it was appropriate to accrue for the estimated costs of
disposal and reduce the fair market value of investment property and land by
this amount
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 31 December 2025 (31
December 2024: £nil).
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 31 May 2024. As part of this agreement, the Investment
Manager was entitled to an Incentive Fee payable following the sale of the
final investment. This fee was only payable if both the Gross Disposal
Proceeds were equivalent to not less than 90% (£366,651,000) of the May 2024
Portfolio Value (£407,390,000) and all assets were disposed of prior to 28
November 2025.
Following the sale of the Company’s subsidiaries on 29th November 2024, the
interest in the land at Far Ralia became the sole remaining asset to be sold.
As at 31 December 2025, Far Ralia remains owned by the
Company and this Incentive fee will no longer be payable to the Investment
Manager, regardless of the value achieved.
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 31 December 2025. The statutory accounts for the
year ended 31 December 2025 received an audit report which was unqualified.
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
Northern Trust International Fund Administration Services (Guernsey)
Limited
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
Fax: 01481 745051
Jason Baggaley – Real Estate Fund Manager, Aberdeen
Tel: 07801039463 or
jason.baggaley@aberdeenplc.com
Mark Blyth – Real Estate Deputy Fund Manager, Aberdeen
Tel: 07703695490 or
mark.blyth@aberdeenplc.com
Craig Gregor - Fund Controller, Aberdeen
Tel: 0131 372 9392 or
craig.gregor@aberdeenplc.com
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