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Registered number: 08789491












AJU2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

AJU2 LIMITED

CONTENTS



Page
Company information
 
1
Directors' report
 
2 - 3
Directors' responsibilities statement
 
4
Independent auditor's report
 
5 - 8
Profit and loss account
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 24


 

AJU2 LIMITED
 
COMPANY INFORMATION


Directors
R S Coetzee 
L Hirani 




Registered number
08789491



Registered office
2nd Floor Kingsbourne House
229-231 High Holborn

London

WC1V 7DA




Independent auditors
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

AJU2 LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Principal activity

The principal activity of the company is property investment.

Results and dividends

The profit for the year, after taxation, amounted to 1,560,124 (2022 - loss 1,396,456).

The directors have not recommended a dividend.

Directors

The directors who served during the year were:

R S Coetzee 
L Hirani
 
Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 2

 

AJU2 LIMITED

DIRECTORS REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Strategic report

The company has availed of the exemptions under the Companies Act 2006 (Strategic report and Directors' report) regulation 2013 from implementing the strategic report requirements as the company qualifies as a small company for company law purposes.

This report was approved by the board and signed on its behalf.
 





R S Coetzee
Director

Date: 7 May 2025

Page 3

 

AJU2 LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4

 

AJU2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AJU2 LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of AJU2 Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


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


We have nothing to report in this regard.


Page 5

 

AJU2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AJU2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 6

 

AJU2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AJU2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with the director and other management, and from our commercial knowledge and experience of the investment property sector;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement including an understanding of how fraud might occur, by;

making enquiries of management as to where they considered there was a susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationship;
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures,
which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
review of legal and professional expenditure in order to identify any undisclosed actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and inspection of regulatory and legal correspondence, if any.
 
Material misstatement that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
 
Page 7

 

AJU2 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AJU2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


 

 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Mark Cunningham (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
7 May 2025
Page 8

 

AJU2 LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note

  

Turnover
 4 
6,068,139
5,645,563

Cost of sales
  
(376,104)
(985,597)

Gross profit
  
5,692,035
4,659,966

Administrative expenses
  
(627,258)
(528,885)

Exceptional administrative expenses
 10 
(445,834)
(3,219,135)

Fair value movements
 12 
(11,770)
(949,626)

Operating profit/(loss)
  
4,607,173
(37,680)

Interest receivable and similar income
 7 
140
-

Interest payable and similar expenses
 8 
(2,184,067)
(2,023,302)

Profit/(loss) before taxation
  
2,423,246
(2,060,982)

Tax on profit/(loss)
 9 
(863,122)
664,526

Profit/(loss) for the financial year
  
1,560,124
(1,396,456)

There are no items of other comprehensive income for the year or the prior year other than the profit/(loss) for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 9


 
REGISTERED NUMBER:08789491
AJU2 LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Tangible fixed assets
 11 
68,110
89,700

Investment property
 12 
137,178,879
136,493,690

  
137,246,989
136,583,390

Current assets
  

Debtors: amounts falling due within one year
 13 
2,477,050
882,382

Cash at bank and in hand
  
27,333
758,283

  
2,504,383
1,640,665

Creditors: amounts falling due within one year
 14 
(1,779,031)
(4,580,237)

Net current assets/(liabilities)
  
 
 
725,352
 
 
(2,939,572)

Total assets less current liabilities
  
137,972,341
133,643,818

Creditors: amounts falling due after more than one year
 15 
(77,822,225)
(75,387,543)

Provisions for liabilities
  

Deferred tax
 16 
(13,405,742)
(13,145,881)

  
 
 
(13,405,742)
 
 
(13,145,881)

Net assets
  
46,744,374
45,110,394


Capital and reserves
  

Called up share capital 
 17 
120
120

Profit and loss account
  
46,744,254
45,110,274

Total equity
  
46,744,374
45,110,394



The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


R S Coetzee
Director

Date: 7 May 2025

The notes on pages 12 to 24 form part of these financial statements.

Page 10

 

AJU2 LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity



At 1 January 2022
120
46,433,940
46,434,060


Comprehensive income for the year

Loss for the year
-
(1,396,456)
(1,396,456)

Currency translation differences
-
72,790
72,790
Total comprehensive income for the year
-
(1,323,666)
(1,323,666)



At 1 January 2023
120
45,110,274
45,110,394


Comprehensive income for the year

Profit for the year
-
1,560,124
1,560,124

Currency translation differences
-
73,856
73,856
Total comprehensive income for the year
-
1,633,980
1,633,980


At 31 December 2023
120
46,744,254
46,744,374


The notes on pages 12 to 24 form part of these financial statements.

Page 11

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

AJU2 Limited is a property investment company.
AJU2 Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 2nd Floor Kingsbourne House, 229-231 High Holborn, London, WC1V 7DA.
The financial statements are presented in Euros (€), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

2.Accounting policies

 

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The company was, at the end of the year, an indirect wholly-owned subsidiary of Grand City Properties S.A., a company incorporated in the EEA, whose registered address is 37 Boulevard Joseph II, Luxembourg, L-1840.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Grand City Properties S. A. as at 31 December 2023 and these financial statements may be obtained from https://www.grandcityproperties .com.

The following accounting policies have been applied:

 
2.1

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. The directors have received written assurances of the continued support of Grandcity Properties S.A., confirming the continued support to the company for the foreseeable future being a period of 12 months from the date the financial statements were approved. The directors have reviewed the financial position and forecasts of Grandcity Properties S.A. and believes it is likely that Grandcity Properties S.A. will be able to provide the support offered. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 12

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.2

Revenue

Revenue comprises rental income, service charges and other recoveries from tenants of the company's investment properties. Rental income is recognised on an accrual basis in the period in which it is earned, in accordance with the terms of the lease.

 
2.3

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
10%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.4

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.


2.5

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Page 13

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)





Financial instruments (continued)

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, and amounts owed by group undertkaings are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, and amounts owed to group undertakings are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Page 14

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)





Financial instruments (continued)

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

  
2.6

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.7

Share capital

Ordinary shares are classified as equity.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Euros.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 16

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Property valuations
Valuation of property is a central component of the business. In estimating the fair value, the company engage a third party qualified valuer to perform the valuation. There is an inevitable degree of judgment involved in that each property is unique and value can only ultimately be reliably tested in the market itself.


4.


Turnover

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


2023
2022

Rent receivable
6,028,312
5,157,939

Service charges
39,827
487,624

6,068,139
5,645,563


Analysis of turnover by country of destination:

2023
2022

United Kingdom
3,136,438
1,936,694

Rest of Europe
2,931,701
3,708,869

6,068,139
5,645,563











5.


Auditors' remuneration

Auditors remuneration is borne by another group company.


6.


Employees

The company has no employees other than the directors, who did not receive any remuneration (2022 - €NIL).

Page 17

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Interest receivable

2023
2022


Interest receivable from group companies
140
-


8.


Interest payable and similar expenses

2023
2022


Interest payable from group undertakings
2,182,342
2,021,547

Other interest payable
1,725
1,755

2,184,067
2,023,302


9.


Taxation


2023
2022

Corporation tax


Current tax on profits for the year
254,219
81,767

Adjustments in respect of previous periods
349,042
-


Total current tax
603,261
81,767

Deferred tax


Origination and reversal of timing differences
259,861
(746,293)

Total deferred tax
259,861
(746,293)


Taxation on profit/(loss) on ordinary activities
863,122
(664,526)
Page 18

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022


Profit/(loss) on ordinary activities before tax
2,423,246
(2,060,982)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
605,812
(391,587)

Effects of:


Expenses not deductible for tax purposes
14,011
263,106

Utilisation of tax losses
(229,215)
-

Adjustments to tax charge in respect of prior periods
349,042
-

Changes in tax rates leading to a decrease in taxation
(15,349)
(56,978)

Unrelieved losses carried forward
-
114,125

Other differences leading to an increase (decrease) in the tax charge
138,821
(593,192)

Total tax charge for the year
863,122
(664,526)


Factors that may affect future tax charges

In the Spring Budget 2021 on 3 March 2021, the Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
This law has been substantively enacted. For the financial year ended 31 December 2023, the current weighted average tax rate was 23.5%. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
The company is not expected to be impacted by the Pillar 2 rules.
The company has a disallowed interest expense of €3,501,460 as at 31 December 2023 (2022: €3,501,460), which potentially could become available for future deduction against the company's taxable profits


10.


Exceptional items

2023
2022


Impairment of rent receivable
445,834
3,219,135

Page 19

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets





Office equipment




Cost


At 1 January 2023
158,187



At 31 December 2023

158,187



Depreciation


At 1 January 2023
68,487


Charge for the year on owned assets
21,590



At 31 December 2023

90,077



Net book value



At 31 December 2023
68,110



At 31 December 2022
89,700

Page 20

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Investment property


Freehold investment property




Valuation


At 1 January 2023
136,493,690


Additions at cost
652,726


Disposals
(1,007,000)


Deficit on revaluation
(11,770)


Foreign exchange movement
1,051,233



At 31 December 2023
137,178,879

The 2023 valuations of the Germany property (€80m) were made by Avison Young, a firm accredited by the Royal Institution of Chartered Surveyors with experience in the valuation of similar assets in the property's location, using an investment valuation method and discounted cashflow method. Key inputs were the agreed leases for the property and blended cap rate, factoring the different components of the property, of between 3.25% and 5.00%.
The 2023 valuation of the UK property (£49.6m) was made by Savills (UK) Limited, a firm accredited by the Royal Institution of Chartered Surveyors on an open market value using the comparable basis and investment basis. A blended net yield of between 5% and 6% and the current market rent were key inputs.








13.


Debtors

2023
2022


Trade debtors
1,828,007
765,114

Amounts owed by group undertakings
43,268
43,268

Other debtors
297,589
73,880

Called up share capital not paid
120
120

Prepayments and accrued income
195,963
-

Tax recoverable
112,103
-

2,477,050
882,382


Amounts owed by group companies are interest free and repayable on demand.

Page 21

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Creditors: Amounts falling due within one year

2023
2022

Trade creditors
350,175
-

Amounts owed to group undertakings
774,255
4,104,798

Corporation tax
370,178
128,614

Other creditors
226,351
315,916

Accruals and deferred income
58,072
30,909

1,779,031
4,580,237


Amounts owed to group companies are interest free and repayable on demand.


15.


Creditors: Amounts falling due after more than one year

2023
2022

Other loans
74,927,287
73,630,143

Accruals and deferred income
2,894,938
1,757,400

77,822,225
75,387,543


€30,907,640 of amounts owed to group undertakings bear interest at Euribor + 3% p.a. and is due for repayment on 30 September 2029.
€44,019,647 of amounts owed to group undertakings bear interest at 2.5% p.a. and is due for repayment in 2031.

Page 22

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Deferred taxation




2023








At beginning of year
(13,145,881)


Charged to profit or loss
(259,861)



At end of year
(13,405,742)

The provision for deferred taxation is made up as follows:

2023
2022


Unrealised gain on revaluation of investment properties
(13,405,742)
(13,145,881)


17.


Share capital

2023
2022
Allotted, called up and partly paid



120 (2022 - 120) Ordinary shares of 0.01 each
120
120


There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



18.


Capital commitments


At 31 December 2023 the company had capital commitments as follows:

2023
2022


Contracted for but not provided in these financial statements
538,354
-

Page 23

 

AJU2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Operating lessor

At 31 December 2023 the company had future minimum lease payments due to it under non-cancellable operating leases for each of the following periods:

2023
2022


Not later than 1 year
3,253,140
6,399,858

Later than 1 year and not later than 5 years
23,671,068
25,077,578

Later than 5 years
44,877,082
41,828,933

71,801,290
73,306,369

Subsequent to the year end, a lease, included as a commitment above, was cancelled. The lease cancelled lease was included as a commitment of €10,361,602. The company entered into a new lease on the subject property towards the end of 2024.


20.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


21.


Controlling party

The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is Grand City Properties S.A., whose registered office is at 37 Boulevard Joseph II, Luxembourg, L-1840. Copies of these group financial statements are available to the public from https://www.grandcityproperties .com.
The parent undertaking of the largest group of undertakings for which group financial statements are drawn up and of which the company is a member is Aroundtown S.A., whose registered office is at 37 Boulevard Joseph II, Luxembourg, L-1840. Copies of these group financial statements are available to the public from https://www.aroundtown .de.
The ultimate parent company is Aroundtown S.A, a company incorporated in Luxembourg.
The immediate parent company is Lofito Limited a company registered in Cyprus.

Page 24