REGISTERED NUMBER: 15639757 (England and Wales)

Report of the Director and

Financial Statements

for the Period

12 April 2024 to 31 December 2024

for

AEO-UK Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

A B Hartmann

REGISTERED OFFICE:

3rd Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

15639757 (England and Wales)

AUDITORS:

Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The director presents her report with the financial statements of the company for the period 12 April 2024 to 31 December 2024.

INCORPORATION

The company was incorporated on 12 April 2024 .

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of the provision of consultancy services.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2024.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTOR

T Nagler was appointed as a director on 12 April 2024 and held office from then until after 31 December 2024 but prior to the date of this report.

A B Hartmann was appointed as a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless she is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable 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 director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Venture House Business Service Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A B Hartmann - Director

25 September 2025

Opinion

We have audited the financial statements of AEO-UK Limited (the 'company') for the period ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, 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 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 2024 and of its profit for the period 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 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director 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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 a Report of the Auditors 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.

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

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 Report of the Auditors.

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 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 a Report of the Auditors 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.

Christopher Baylis (Senior Statutory Auditor)

for and on behalf of Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

30 September 2025

REVENUE

3

1,232,697

Administrative expenses

1,217,908

OPERATING PROFIT

5

14,789

Interest payable and similar expenses

6

1,372

PROFIT BEFORE TAXATION

13,417

Tax on profit

7

3,983

PROFIT FOR THE FINANCIAL PERIOD

9,434

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

9,434

FIXED ASSETS

Property, plant and equipment

8

240,232

CURRENT ASSETS

Debtors

9

902,468

Cash at bank

552,155

1,454,623

CREDITORS

Amounts falling due within one year

10

1,231,437

NET CURRENT ASSETS

223,186

TOTAL ASSETS LESS CURRENT LIABILITIES

463,418

PROVISIONS FOR LIABILITIES

12

3,983

NET ASSETS

459,435

CAPITAL AND RESERVES

Called up share capital

13

101

Share premium

14

449,900

Retained earnings

14

9,434

SHAREHOLDERS' FUNDS

459,435

The financial statements were approved by the director and authorised for issue on 25 September 2025 and were signed by:

A B Hartmann - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

101

-

449,900

450,001

Total comprehensive income

-

9,434

-

9,434

Balance at 31 December 2024

101

9,434

449,900

459,435

1.	STATUTORY INFORMATION

AEO-UK Limited 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts refer to a period less than 12 months to bring the year end in line with the group.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Short leasehold

-

10% on cost

Fixtures and fittings

-

25% on cost

Computer equipment

-

25% on cost

Tangible fixed assets are recognised at cost less subsequent accumulated depreciation.

Financial instruments

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

Basic financial assets, including trade and other receivables and 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.

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

REVENUE

The revenue and profit before taxation are attributable to the one principal activity of the company.

4.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

871,327

Social security costs

118,729

Other pension costs

4,974

995,030

The average number of employees during the period was as follows:

Employees

19

Management

1

20

£

Director's remuneration

-

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£

Other operating leases

109,638

Auditors' remuneration

11,450

Auditors' remuneration for non audit work

9,300

Foreign exchange differences

(237

)

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Loan interest

1,372

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

£

Deferred tax

3,983

Tax on profit

3,983

Reconciliation of total tax charge included in profit and loss

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

£

Profit before tax

13,417

Profit multiplied by the standard rate of corporation tax in the UK of 25%

3,354

Effects of:

Expenses not deductible for tax purposes

629

Total tax charge

3,983

8.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

Short

and

Computer

leasehold

fittings

equipment

Totals

£

£

£

£

COST

Additions

151,163

46,248

42,821

240,232

At 31 December 2024

151,163

46,248

42,821

240,232

NET BOOK VALUE

At 31 December 2024

151,163

46,248

42,821

240,232

9.

DEBTORS

£

Amounts falling due within one year:

Amounts owed by group undertakings

2,233

VAT

77,741

Accrued income

613,699

Prepayments

52,230

745,903

Amounts falling due after more than one year:

Rent deposit

156,565

Aggregate amounts

902,468

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

88,604

Amounts owed to group undertakings

267,613

Social security and other taxes

101,395

Other creditors

5,535

Accrued expenses

768,290

1,231,437

Included in amounts owed to group undertakings is £266,372 relating to a formal interest bearing term loan.

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

£

Within one year

563,634

Between one and five years

2,254,536

In more than five years

2,708,532

5,526,702

Lease payments of £109,638 have been recognised as an expense in the period.

12.	PROVISIONS FOR LIABILITIES

£

Deferred tax

3,983

Deferred

tax

£

Provided during period

3,983

Balance at 31 December 2024

3,983

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

101

ordinary

£1

101

The initial subscriber share issued on incorporation was issued at par.

A further 100 shares were allotted during the year at a premium of £4,499 per share.

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

Profit for the period

9,434

9,434

Cash share issue

-

449,900

449,900

At 31 December 2024

9,434

449,900

459,334

15.	ULTIMATE PARENT COMPANY

AUR Portfolio III SE & Co. KGaA (incorporated in Germany) is regarded by the director as being the company's ultimate parent company. Copies of its consolidated financial statements can be obtained from Ludwig-Ganghofer Strasse 6, 82031 Gruenwald, Germany. The smallest and largest group preparing consolidated accounts in which the Company's results are included is that headed by AUR Portfolio III SE & Co. KGaA.

16.	RELATED PARTY DISCLOSURES

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.

17.	POST BALANCE SHEET EVENTS

After the year end the company acquired 100% of the share capital of Aurelius Services Holding Ltd, a company registered by the Registrar of Companies in Malta. An estimate of the financial effect of this purchase cannot be made.

18.	GOING CONCERN

The company is reliant on the support of AUR Portfolio III SE & Co. KGaA, the ultimate parent company.

It is the intention of the company and its ultimate parent that it will continue to trade for at least twelve months from the date of the audit report. To this regard the ultimate parent company intends to offer such support as may be necessary to ensure this.