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Registered number: 10910489 IMMO INVESTMENT TECHNOLOGIES UK LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
IMMO INVESTMENT TECHNOLOGIES UK LIMITED REGISTERED NUMBER: 10910489 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 12,650 |  | 21,201
|  |  | 12,650 |  | 21,201
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 599,718 |  | 823,050 |
Cash at bank and in hand |  | 152,911 |  | 158,795 |
|  | 752,629 |  | 981,845 |
Creditors: amounts falling due within one year | 6 | (657,056) |  | (396,973) |
Net current assets |  |  | 95,573 |  | 584,872
Total assets less current liabilities |  |  | 108,223 |  | 606,073
Creditors: amounts falling due after more than one year | 7 |  | (2,654,615) |  | (1,748,840)
Net liabilities |  |  | (2,546,392) |  | (1,142,767)
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 39,993,387 |  | 35,962,191
Capital contribution |  |  | 3,730,118 |  | 2,546,863
Profit and loss account |  |  | (46,269,897) |  | (39,651,821)
|  |  | (2,546,392) |  | (1,142,767)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
C Pushman
Director
Date: 9 July 2026
The notes on pages 3 to 9 form part of these financial statements. Page 1
IMMO INVESTMENT TECHNOLOGIES UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Capital Contributions | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2025 | 35,962,191 | 2,546,863 | (39,651,821) | (1,142,767)
Loss for the year | - | - | (6,618,076) | (6,618,076)
Shares issued during the year | 4,031,196 | - | - | 4,031,196
Share based payments | - | 1,183,255 | - | 1,183,255
At 31 December 2025 | 39,993,387 | 3,730,118 | (46,269,897) | (2,546,392)
| The notes on pages 3 to 9 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Capital Contribution | Profit and loss account | Total equity
| £ | £ | £ | £
At 11 January 2024 | 35,962,191 | 1,476,199 | (30,590,379) | 6,848,011
Loss for the year | - | - | (9,061,442) | (9,061,442)
Share based payment charge | - | 1,070,664 | - | 1,070,664
At 31 December 2024 | 35,962,191 | 2,546,863 | (39,651,821) | (1,142,767)
| The notes on pages 3 to 9 form part of these financial statements.
Page 2
IMMO INVESTMENT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
IMMO Investment Technologies UK Limited is a private company limited by shares and incorporated in England & Wales (registered number 10910489). The registered office is 2h Woodstock Studios, 36 Woodstock Grove, London, W12 8LE. 2.Accounting policies
| 2.1 | 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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
These financial statements have been prepared on the going concern basis taking into account the Company's parent, IMMO Investment Technologies S.a.r.l (the Parent Company), has confirmed it will continue to provide support as the Company requires for its continued operations for the forseeable future. The loan from the Parent Company will not be called in until the Company has sufficient funds to repay the loan. As shown by the financial statements, the Company has reported a loss for the year. The Directors have reviewed the Company’s going concern position taking into account its own and the wider group's current and forecast business performance. The Directors believe that the assumptions in the group's cashflow forecasts are appropriate, but these are predicated on the group securing new revenue mandates with clients and/or additional funding from existing shareholders or other sources, which are inherently uncertain. The Directors are confident in the outlook for the business. The group has secured new institutional investor clients for property portfolios, which provide revenue and a path towards profitability for the group. In parallel to securing new revenue, the group is in the process of its next equity raise to provide working capital. The existing shareholders provided an additional c. €2.5m of funding into the group in April 2026 to support ongoing operations, with marketing of the next equity fundraise (supported by a US based investment bank) ongoing – with a targeted first close in August 2026. The Directors have concluded the Company will be able to continue as a going concern for the foreseeable future and fund all its expenses and liabilities as they fall due but recognise that this is subject to material uncertainty as the additional funding referred to above is not yet secured. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. Page 3
IMMO INVESTMENT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable for services during the year, excluding discounts, rebates, value added tax and other sales taxes.
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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. 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. Page 4
IMMO INVESTMENT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | 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, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 25% |
|  |  |  | Fixtures and fittings | - | 25% |
|  |  |  | Office equipment | - | 33% |
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.
| 2.9 | 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.
| 2.10 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are 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.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 5
IMMO INVESTMENT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 2,201,798 | 3,105,494
| Social security costs | 285,144 | 379,373
| Pensions costs | 22,481 | 38,114
|  | 2,509,423 | 3,522,981
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 22 | 35
4. | Tangible fixed assets
|  | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 92,906 | 97,582 | 190,488
| Additions | - | 9,113 | 9,113
| Disposals | - | (84,196) | (84,196)
| At 31 December 2025 | 92,906 | 22,499 | 115,405
| Depreciation |  |  |
| At 1 January 2025 | 92,906 | 76,381 | 169,287
| Charge for the year | - | 10,183 | 10,183
| Disposals | - | (76,715) | (76,715)
| At 31 December 2025 | 92,906 | 9,849 | 102,755
| Net book value |  |  |
| At 31 December 2025 | - | 12,650 | 12,650
| At 31 December 2024 | - | 21,201 | 21,201
Page 6
IMMO INVESTMENT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 413,511 | 167,741
| Other debtors | 104,390 | 44,805
| Prepayments and accrued income | 6,066 | 29,178
| Tax recoverable | 72,588 | 581,326
| Deferred taxation | 3,163 | -
|  | 599,718 | 823,050
6. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 7,033 | 17,365
| Trade creditors | 3,847 | 54,171
| Amounts owed to group undertakings | 543,644 | 157,467
| Other taxation and social security | 62,547 | 81,060
| Other creditors | 2,540 | 28,566
| Accruals and deferred income | 37,445 | 58,344
|  | 657,056 | 396,973
7. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 2,654,615 | 1,748,840
|  | 2,654,615 | 1,748,840
| The amounts owed to group undertakings relates to a loan which is repayable in 5 years with an interest rate of 7%.
Page 7
IMMO INVESTMENT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Deferred taxation
|  | 2025
|  | £
| Charged to profit or loss | 3,163
| At end of year | 3,163
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Losses and other deductions | 3,163 | -
|  | 3,163 | -
9. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 39,993,387 (2024 - 35,962,191) Ordinary shares of £1 each | 39,993,387 | 35,962,191
There was an issue of 4,031,195 ordinary shares of £1 each with value £4,031,195.
10. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £22,481 (2024: £38,114). Contributions totalling £Nil (2024: £10,274) were payable to the fund at the balance sheet date and are included in creditors.
11. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 154,200 | 207,270
| Later than 1 year and not later than 5 years | 38,550 | 190,261
|  | 192,750 | 397,531
Page 8
IMMO INVESTMENT TECHNOLOGIES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Related party transactions
| During the year the company made sales of £447,481 (2024: £796,112) to another group company. At the balance sheet date the company owed £2,654,615 (2024: £1,748,840) to the parent company, which is made up of numerous individual loans. Each loan has a five year term and interest of £289,759 (2024: £17,200) was charged during the year. At the year end, amounts owed by related parties of £413,510 (2024: £104,686) were outstanding.
13. | Controlling party
The immediate parent undertaking is IMMO Investment Technologies S.à r.l., a company incorporated in Luxembourg. The ultimate beneficial owner is Hans-Christian Zappel.
14. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
| In their report, the auditors emphasised the following matter without qualifying their report: We draw attention to note 2.2 in the financial statements which explains that the company is loss making and is currently reliant on its parent company's ability to raise additional funding, which is inherently uncertain. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The audit report was signed on 9 July 2026 by Alan Poole BA (Hons) FCA (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.
Page 9