Praemia REIM UK Ltd - Limited company accounts 25.1

Page

Company Information

Directors' Report

Statement of Directors' Responsibilities

Independent Auditors' Report

Income Statement

Balance Sheet

Statement of Changes in Equity

Notes to the Financial Statements

DIRECTORS:

D S Palman

J R P Neez

REGISTERED OFFICE:

20 North Audley Street

London

W1K 6WE

REGISTERED NUMBER:

13925755 (England and Wales)

AUDITOR:

Forvis Mazars LLP

The Pinnacle

160 Midsummer Boulevard

Milton Keynes

MK9 1FF

The Directors present their annual report and the audited financial statements for Praemia Reim UK LTD ("the Company").

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of design, structure, and manage long-term collective real estate investments for institutional investors.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

S G F Marguier - resigned 21 June 2024

S L Burrows - resigned 29 November 2024

D S Palman - appointed 14 October 2024

J R P Neez - appointed 12 September 2024

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Company has indemnified the Directors and officers in respect of proceedings which may be brought by third parties and such indemnification was in place throughout the period and up to the date of approval of the financial statements, which is a qualifying third party indemnity for the purposes of the Companies Act 2006. Neither the Company’s indemnity nor insurance provides cover in the event that a Director or officer is proved to have acted fraudulently or dishonestly.

PRINCIPAL RISKS AND UNCERTAINTIES

The main risks and uncertainties facing the Company (including but not limited to) are as follows:

Strategic risks

These are principally the risk of the business declining due to external factors (for example a sustained fall in markets). The Company seeks to manage these risks by being willing to change or adapt its product(s).

Global economy and regulatory environment

The range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. The effect of any such political, regulatory, economic and market outcomes on the Company could be adverse.

Operational risks

The main risks the Company seeks to control are operational risks. The principal operational risks are in pricing and administration. The Company aims to operate controls to ensure that the residual risk is minimised and consistent with providing high levels of service.

Financial risk management

The Company has adopted risk management policies that seek to mitigate the financial risks as follows:

Liquidity risks

The Company has sufficient resources to meet its current obligations.

Foreign currency risk

The Company enters into transactions denominated in Euros. Foreign currency assets and liabilities are monitored closely, and where appropriate, the Company converts these amounts into its functional currency to minimise its exposure to foreign currency risk.

GOING CONCERN

The Directors, after reviewing the Company's operating budgets and financing arrangements, consider that the Company has sufficient financing available, for at least 12 months from the date of approval of these financial statements. The company is financially dependent on its parent, New Praemia Holding 2, which has given an undertaking that it will continue to support the company. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR

So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditor are unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor are aware of that information.

AUDITORS

The Board of Directors have appointed Forvis Mazars LLP as auditor of the Company in line with Section 485 of the Companies Act 2006. Forvis Mazars LLP has expressed willingness to continue in office as auditor of the Company.

This report has been prepared in accordance with the provisions of section 415A of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D S Palman - Director

30 September 2025

The Directors are responsible for preparing the Directors' Report and the audited financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare audited financial statements for each financial year. Under that law the Directors have elected to prepare the audited financial statements in accordance with applicable land 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 audited 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 audited financial statements, the Directors are required to:

select suitable accounting policies for the Company's financial statements 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; and

prepare the audited 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of Praemia Reim UK LTD (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 2024 and of its loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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.

Other Matter

Without qualifying our opinion, we draw attention to the accounting policies on page 12 to the financial statements and the fact that the comparative information in the accounts was unaudited as the Company was entitled to exemption from audit.

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.

Opinions 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 have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

the directors were not entitled to prepare the financial statements in accordance with the small companies' regime and take advantage of the small companies' exemption 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.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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.

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: United Kingdom Accounting Standards, including FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice), employment regulation, health and safety regulation, and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006.

In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition which we pinpointed to the completeness, accuracy and cut-off assertions, and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged

fraud;

Gaining an understanding of the internal controls established to mitigate risks related to fraud;

Discussing amongst the engagement team the risks of fraud; and

Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 the audit report

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

Lucy Hampson (Senior Statutory Auditor)

for and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor

The Pinnacle

160 Midsummer Boulevard

Milton Keynes

MK9 1FF

30 September 2025

TURNOVER

1,209,591

1,466,654

Administrative expenses

(1,184,654)

(1,411,881)

24,937

54,773

Other operating income

31,176

1,617

OPERATING PROFIT

56,113

56,390

Interest receivable and similar income

558

341

56,671

56,731

Interest payable and similar expenses

(93,119)

(52,323)

(LOSS)/PROFIT BEFORE TAXATION

(36,448

)

4,408

Tax on (loss)/profit

1,203

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(37,651

)

4,408

FIXED ASSETS

Tangible assets

4,811

7,904

CURRENT ASSETS

Debtors: amounts falling due within one year

712,978

2,311,281

Cash at bank

261,649

124,387

974,627

2,435,668

CREDITORS

Amounts falling due within one year

1,037,364

2,465,050

NET CURRENT LIABILITIES

(62,737

)

(29,382

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(57,926

)

(21,478

)

PROVISIONS FOR LIABILITIES

1,203

NET LIABILITIES

(59,129

)

(21,478

)

CAPITAL AND RESERVES

Called up share capital

835

Retained earnings

(59,964

)

(22,313

)

(59,129

)

(21,478

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

D S Palman - Director

J R P Neez - Director

Called up

Retained

Total

capital

earnings

equity

Balance at 1 January 2023

835

(26,721

)

(25,886

)

Changes in equity

Total comprehensive income as restated

4,408

Balance at 31 December 2023 as restated unaudited

835

(22,313

)

(21,478

)

Changes in equity

Total comprehensive income

(37,651

)

(37,651

)

Balance at 31 December 2024

835

(59,964

)

(59,129

)

1.	STATUTORY INFORMATION

Praemia REIM UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The prior year figures are unaudited as the Company took the exemption under Section 477 of the Companies Act 2006.

Going concern basis

The Company meets its day-to-day working capital requirements through its support from group companies. The company is financially dependent on its parent, New Praemia Holding 2, which has given an undertaking that it will continue to support the company. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future; taken to be 12 months from signing the financial statements. No material uncertainties that cast significant doubt about the ability of the Company to continue as a going concern have been identified by the Directors. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents amounts chargeable to clients for professional services provided during the year, net of any sales tax. Services to clients, which at the balance sheet date have not been billed, have been recognised as turnover. Turnover is recognised by reference to an assessment of the fair value of the services provided at the balance sheet date as a proportion of the total value of the engagement. Provision is made against unbilled amounts on those engagements where the right to receive payment is contingent on factors outside the control of the company. Accrued income represents a best estimate of the recoverable fair value of work done on client matters at the year end after deducting amounts in respect of matters, where the right to consideration depends on future events.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

25% on cost

Tangible fixed assets 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.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.

a) Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

b) Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

c) Cash at bank

Cash and bank balances 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Cash and bank balances are represented by cash in hand, deposits held at call with financial institutions, and other short-term highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

The Company's functional and presentation currency is the pound sterling. These financial statements are presented in pound sterling and rounded to the nearest pound.

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs

The company operates, for the benefit of its employees, a defined contribution scheme. The scheme is funded by the payment of contributions to trustee administered funds which are kept entirely separate from the assets of the company. The company does not operate any defined benefit retirement arrangements.

The pension costs represents contributions payable under the scheme and the company has no liability under the scheme other than for the payment of those contributions.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies the Directors are required to make judgements,

estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the key sources of estimation uncertainty that the Directors have assessed as being applicable to the Company and that the most significant effect on the amounts recognised in the financial statements.

(a) Critical judgements in applying the Company's accounting policies

No critical judgements have been made in applying the Company's accounting policies.

(b) Critical accounting estimates and assumptions

Transfer pricing

The Company enters into a number of transactions with related group companies. The Company considers a number of estimates when entering these transactions to ensure that they are conducted on an arms' length basis. When assessing whether transactions with other group companies have been conducted on an arms' length basis, the Directors note that these decisions involve the input of internal and external advisors to the Company, including an analysis of comparable companies and groups who operate in similar markets to the worldwide group.

Carrying value of amounts owed by group undertakings

The Company makes an estimate of the recoverable value of amounts owed by group undertakings. When assessing impairment of amounts owed by group undertakings, management considers factors including current market and industry conditions.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 4 ) .

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

31.12.24

31.12.23

as restated

unaudited

Deferred tax

1,203

Tax on (loss)/profit

1,203

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

as restated

unaudited

(Loss)/profit before tax

(36,448

)

4,408

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19%

(2023 - 19%)

(6,925

)

838

Effects of:

Depreciation in excess of capital allowances

588

435

Utilisation of tax losses

(144,208

)

Prior year adjustment

136,907

Unutilised tax losses

6,337

6,028

Deferred tax

1,203

Total tax charge

1,203

6.	PRIOR YEAR ADJUSTMENT

The unaudited financial statements 31/12/2023 are restated to incorporate contractual bonus liabilities in the amount of £205,498 that was uncaptured at the original reporting date. This has increased administrative expenses and other creditors by £205,498. The impact to tax included within creditors has resulted in the original liability of £40,872 to be reversed to £nil and reduced the tax charge in the income statement by £40,872. The changes have resulted in the original retained earnings surplus of £142,313 reducing by £164,626 to a deficit of £22,313.

The comparatives for amounts owed by group undertakings and amounts owed to group undertakings, as reflected under debtors and creditors respectively, are restated. The amounts owed by/owed to group undertakings were originally netted although the offsetting requirements in FRS102 had not been met. Amounts owed by group undertakings as originally stated was £nil and is now £2,201,569. The amounts owed to group undertakings as originally stated was £9,211 and is now £2,210,780. The net movement of the restatement is £nil.

7.	TANGIBLE FIXED ASSETS

Office

Computer

equipment

Totals

COST

At 1 January 2024 as restated unaudited

and 31 December 2024

7,353

5,018

12,371

DEPRECIATION

At 1 January 2024 as restated unaudited

2,753

1,714

4,467

Charge for year

1,839

1,254

3,093

At 31 December 2024

4,592

2,968

7,560

NET BOOK VALUE

At 31 December 2024

2,761

2,050

4,811

At 31 December 2023 as restated unaudited

4,600

3,304

7,904

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as restated

unaudited

Trade debtors

Amounts owed by group undertakings

617,139

2,201,569

Other debtors

95,759

109,712

712,978

2,311,281

Amounts owed by the group undertakings are unsecured, payable on demand and accrue interest at 4.21%.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as restated

unaudited

Trade creditors

12,252

18,744

Amounts owed to group undertakings

765,687

2,210,780

Taxation and social security

24,623

29,913

Other creditors

234,802

205,613

1,037,364

2,465,050

Amounts owed by the group undertakings are unsecured, payable on demand and accrue interest at 4.21%.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

1,000

Ordinary

€1

835

11.	RELATED PARTY DISCLOSURES

At the reporting date, the amount due from group undertakings was £617,139 (Euro equivalent €746,672): (2023 as restated unaudited: £2,201,569 (Euro equivalent €2,538,580)). At the reporting date, the amount due to group undertakings was £765,687 (Euro equivalent €926,405): (2023 as restated unaudited: £2,210,780) (Euro equivalent €2,549,201)). Outstanding amounts are unsecured, attracts interest, have no fixed terms of repayment, and is considered payable on demand.

12.	ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking and controlling party is Praemia REIM (a private limited company incorporated in France). The registered office address of Praemia REIM is 10 rue du général Foy, 75008 Paris, France