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Registered number: 12013263












AROUNDTOWN FINANCE UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 

AROUNDTOWN FINANCE UK LTD

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Director's report
 
4
Director's responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Notes to the financial statements
 
13 - 22


 

AROUNDTOWN FINANCE UK LTD
 
COMPANY INFORMATION


Director
R S Coetzee 




Registered number
12013263



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

London

England

WC1V 7DA




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

AROUNDTOWN FINANCE UK LTD
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The director presents his strategic report on the company for the year ended 31 December 2025.

The company's immediate parent company is Aroundtown Real Estate Limited. The company is a subsidiary undertaking of Aroundtown S.A. which is the ultimate parent company registered in Luxembourg and consolidates the group ("Aroundtown group").

Business review
 
During the year, the company continued to act as a financing vehicle within the Aroundtown group. The company generates income through interest on intercompany balances. 

Turnover for the year was £27,611,032 (2024: £33,104,606), with the movement driven by movements on the underlying loans.

The company incurred a profit before taxation of £25,429,441 (2024: profit before taxation of £27,347,251).

Administrative expenses for the year totalled £583,613 (2024: £4,966,530). Administrative expenses include an impairment charge of £561,353 (2024: £4,941,026) recognised in respect of amounts due from group undertakings, which constitutes the majority of the movement.  

The company remains well-capitalised, with total equity of £507,631,580 as at 31 December 2025 (2024: £481,751,338).

The company’s financial position continues to be supported by its role within the wider Aroundtown group and ongoing access to group funding arrangements.

Post year end, on 1 January 2026, the terms of amounts owed by group undertakings, which were previously unsecured, bearing interest at SONIA plus 2% per annum and not repayable within 12 months of the balance sheet date, were amended such that the balances became interest-free. There was no change to the other conditions.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the company are as follows:

Credit risk

The company’s primary risk arises from amounts owed by group undertakings, which represent a significant proportion of its assets. 

The recoverability of these balances is dependent on the financial performance and position of the underlying group entities, together with the ongoing availability of financial support from the wider Aroundtown group.

Financial key performance indicators
 
Given the nature of the company as a financing vehicle KPIs are limited at the entity level and the results of the group are considered more broadly.

Page 2

 

AROUNDTOWN FINANCE UK LTD

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


This report was approved and signed by the sole director.



R S Coetzee
Director

Date: 26 August 2026

Page 3

 

AROUNDTOWN FINANCE UK LTD

DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The director presents his report and the financial statements for the year ended 31 December 2025.

Principal activity

The company's principal activity during the year continued to be that of financing group activity.

Results and dividends

The profit for the year, after taxation, amounted to £25,880,242 (2024 - profit of £26,907,889).

There were no dividends proposed during the year (2024 - £nil).

Directors

The director who served during the year was:

Aroundtown Real Estate Management (UK) Limited (resigned 27 June 2025)
A Levy (resigned 29 December 2025)
R S Coetzee (appointed 16 May 2025)

Disclosure of information to auditor

The director at the time when this director's report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is 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 auditor is aware of that information.

This report was approved and signed by the sole director.
 





R S Coetzee
Director

Date: 26 August 2026

Page 4

 

AROUNDTOWN FINANCE UK LTD
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The director is responsible for preparing the strategic report, the director's report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the director must not approve the financial statements unless he 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 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 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He 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.

The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 

Page 5

 

AROUNDTOWN FINANCE UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AROUNDTOWN FINANCE UK LTD
 FOR THE YEAR ENDED 31 DECEMBER 2025

Opinion


We have audited the financial statements of Aroundtown Finance UK Ltd (the 'company') for the year ended 31 December 2025, 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 101 ‘Reduced Disclosure Framework’ (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 2025 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 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 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 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.


Page 6

 

AROUNDTOWN FINANCE UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AROUNDTOWN FINANCE UK LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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 director is responsible for the other information contained within the annual reportOur 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.


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 strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have 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 strategic report or the director's 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 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 directors
 

As explained more fully in the director's responsibilities statement set out on page 5, 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 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 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.


Page 7

 

AROUNDTOWN FINANCE UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AROUNDTOWN FINANCE UK LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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 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 focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; 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 obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was 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 relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates 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;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to 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 the inspection of regulatory and legal correspondence, if any.
 
Page 8

 

AROUNDTOWN FINANCE UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AROUNDTOWN FINANCE UK LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 member 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 member 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 member for our audit work, for this report, or for the opinions we have formed.





Nicholas Anderson (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: 
26 August 2026
Page 9

 

AROUNDTOWN FINANCE UK LTD
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

Turnover
 3 
27,611,032
33,104,606

Administrative expenses
  
(583,613)
(4,966,530)

Operating profit
 4 
27,027,419
28,138,076

Interest payable and similar expenses
 6 
(1,597,978)
(790,825)

Profit before taxation
  
25,429,441
27,347,251

Tax on profit
 7 
450,801
(439,362)

Profit for the financial year
  
25,880,242
26,907,889

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

Page 10


 
REGISTERED NUMBER:12013263
AROUNDTOWN FINANCE UK LTD

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Current assets
  

Debtors: amounts falling due after more than one year
 8 
325,449,851
541,409,471

Debtors: amounts falling due within one year
 8 
182,119,069
2,136,354

Cash at bank and in hand
  
9,958,344
8,270,550

  
517,527,264
551,816,375

Creditors: amounts falling due within one year
 9 
(1,033,230)
(19,725,951)

Net current assets
  
 
 
516,494,034
 
 
532,090,424

Total assets less current liabilities
  
516,494,034
532,090,424

  

Creditors: amounts falling due after more than one year
 10 
(8,862,454)
(50,339,086)

Net assets
  
507,631,580
481,751,338


Capital and reserves
  

Called up share capital 
 11 
452,754,785
452,754,785

Share premium account
 12 
7,564,849
7,564,849

Profit and loss account
 12 
47,311,946
21,431,704

Total equity
  
507,631,580
481,751,338


The financial statements were approved and signed by the sole director:




R S Coetzee
Director

Date: 26 August 2026

The notes on pages 13 to 22 form part of these financial statements.

Page 11

 

AROUNDTOWN FINANCE UK LTD

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
1,000
-
(5,476,185)
(5,475,185)


Comprehensive income for the year

Profit for the year
-
-
26,907,889
26,907,889
Total comprehensive income for the year
-
-
26,907,889
26,907,889


Contributions by and distributions to owners

Shares issued during the year
452,753,785
7,564,849
-
460,318,634



At 31 December 2024 and 1 January 2025
452,754,785
7,564,849
21,431,704
481,751,338


Comprehensive income for the year

Profit for the year
-
-
25,880,242
25,880,242
Total comprehensive income for the year
-
-
25,880,242
25,880,242


At 31 December 2025
452,754,785
7,564,849
47,311,946
507,631,580


The notes on pages 13 to 22 form part of these financial statements.

Page 12

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Aroundtown Finance UK Ltd is a private company limited by shares and incorporated in England and Wales. The address of its registered office is 2nd Floor, Kingsbourne House, 229-231 High Holborn, London, WC1V 7DA.

The company's principal activity during the year continued to be that of financing group activity.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Aroundtown S.A. as at 31 December 2025 and these financial statements may be obtained from www.aroundtown.de.

 
2.3

Going concern

The director, having made enquiries, believes the company has adequate resources to continue to adopt the going concern basis in preparing the financial statements. The company's parent has agreed to provide it with financial support, if required, for a period of at least one year from the date of approval of the financial statements.

 
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, excluding discounts, rebates, value added tax and other sales taxes. Revenue comprises of interest income.

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

Page 13

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.5

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(a) Financial assets

(1) Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the company has applied the practical expedient, the company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the company has applied the practical expedient are measured at the transaction price determined under IFRS 15. 

In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are “solely payments of principal and interest (SPPI)” on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the company commits to purchase or sell the asset.

(2) Subsequent measurement

For the purposes of subsequent measurement, financial assets are classified in four categories:
 
1.Financial assets at amortized cost (debt instruments)
2.Financial assets at fair value through OCI, with recycling of cumulative gains and losses (debt instruments)
3.Financial assets designated at fair value through OCI, with no recycling of cumulative gains and losses upon derecognition (equity instruments)
4.Financial assets at fair value through profit or loss

Page 14

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  


Financial assets at amortized cost (debt instruments)

The company measures financial assets at amortized cost if both of the following conditions are met:

– The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and
– The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured using the EIR method and are subject to impairment. Gains or losses are recognized in profit or loss when the asset is derecognized, modified or impaired (refer to expected credit loss model in determined impairment).

Financial assets at fair value through OCI (debt instruments)

The company measures debt instruments at fair value through OCI if both of the following conditions are met:

– The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling, and
– The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in statement of profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is recycled to profit or loss.

Financial assets at fair value through OCI (equity instruments)

Upon initial recognition, the company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI, when they meet the definition of equity under IAS 32 and are not held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other financial results in the statement of profit or loss when the right of payment has been established, except when the company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.










 
Page 15

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments.

Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss upon initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss. Dividends on equity instruments are recognized as revenue in the statement of profit or loss when the right of payment has established.

Embedded derivatives

A derivative embedded in a hybrid contract with a financial liability or non-financial host is separated from the host and accounted for as a separate derivative if:

– The economic characteristics and risks are not closely related to the host
– A separate instrument with the same terms as the embedded derivative would meet the definition of a derivative
– The hybrid contract is not measured at fair value through profit or loss

Embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.

A derivative embedded within a hybrid contract containing a financial asset host is not accounted for separately. The financial asset host together with the embedded derivative is required to be classified entirely as a financial asset at fair value through profit or loss.


















 
Page 16

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

(3) De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized when:

– The rights to receive cash flows from the asset have expired, or
– The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either

(a) the company has transferred substantially all the risks and rewards of the asset, or
(b) the company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

When the company has transferred its rights to receive cash flows from an asset or has entered into a pass through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the company also recognizes an associated liability. The transferred asset and the associated liability are measured on the basis that reflects the rights and obligations that the company has retained.

Continuing involvement that takes the form of a guarantee is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

(4) Impairment of financial assets

The company recognizes an allowance for expected credit losses (ECL) for all financial assets not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation of the original effective interest rate.

ECLs are recognized in two stages:

– For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events possible within the next 12 months (a 12 month ECL).
– For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of default (a lifetime ECL).

The company presumes that the credit risk on a financial asset has increased significantly when contractual payments are more than 30 days past due unless the company has reasonable and supportable information that demonstrates otherwise.

A financial asset is considered in default when the company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements or when it is more than 90 days past due, unless information demonstrates a more lagging default criterion is appropriate.

A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Page 17

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

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.

 
2.7

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.

 
2.8

Borrowing costs

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

 
2.9

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 temporary differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These temporary 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 temporary 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.

  
2.10

Share capital

Ordinary shares are classified as equity. 

Page 18

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Turnover

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


2025
2024
£
£

Interest income
27,611,032
33,104,606



4.


Operating profit

Auditor's remuneration amounting to £Nil was incurred by the company in 2025 (2024 - £7,265). Auditor's remuneration for the year was borne by another group company.



5.


Employees



The company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).


6.


Interest payable and similar expenses

2025
2024
£
£


Loans from group undertakings
1,597,978
790,825


7.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
(450,801)
450,801

Adjustments in respect of previous periods
-
(11,439)

Total current tax
(450,801)
439,362

Deferred tax

Total deferred tax
-
-


Tax on profit
(450,801)
439,362
Page 19

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
7.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit before taxation
25,429,441
27,347,251


Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
6,357,360
6,836,813

Effects of:


Non-tax deductible impairment
70,683
274

Adjustments to tax charge in respect of prior periods
(450,801)
(11,439)

Changes in provisions leading to an increase (decrease) in the tax charge
-
1,304,912

Brought forward loss offset
-
(1,250,000)

Group relief
(6,428,043)
(6,441,198)

Total tax charge for the year
(450,801)
439,362


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Debtors

2025
2024
£
£

Due after more than one year

Amounts owed by group undertakings
325,449,851
541,409,471


Amounts owed by group undertakings are unsecured, interest-bearing at SONIA plus 2% per annum, and are not due for repayment within 12 months of the balance sheet date.

2025
2024
£
£

Due within one year

Amounts owed by group undertakings
181,747,833
-

Other debtors
371,236
2,136,354

182,119,069
2,136,354


Amounts owed by group undertakings are interest-free, unsecured and repayable on demand.


9.


Creditors: amounts falling due within one year

2025
2024
£
£

Bank overdrafts
-
25,675

Amounts owed to group undertakings
1,033,230
18,299,049

Corporation tax
-
450,801

Other creditors
-
943,436

Accruals and deferred income
-
6,990

1,033,230
19,725,951


Amounts owed to group undertakings are interest-free, unsecured and repayable on demand.


10.


Creditors: amounts falling due after more than one year

2025
2024
£
£

Amounts owed to group undertakings
8,862,454
50,339,086


Included with amounts owed to group undertakings is £8,802,238 (2024: £50,319,787) of loans that are unsecured, interest-bearing at 6.4% per annum, and are not due for repayment within 12 months of the balance sheet date.

Page 21

 

AROUNDTOWN FINANCE UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1,000 (2024 - 1,000) ordinary shares of £1.00 each
1,000
1,000
452,753,785 (2024 - 452,753,785) preference shares of £1.00 each
452,753,785
452,753,785

452,754,785

452,754,785

Ordinary shares have full rights with regard to voting, dividend and capital distributions. They do not confer any rights of redemption.

Preference shares confer the right of redemption and payment of preferential dividend both at the discretion of the company. They have no right to vote or receive notice of general meeting.



12.


Reserves

Share premium account

The share premium reserve includes the premium from the issuance of preference shares. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.


13.


Subsequent events

Post year end, on 1 January 2026, the terms of amounts owed by group undertakings, which were previously unsecured, bearing interest at SONIA plus 2% per annum and not repayable within 12 months of the balance sheet date, were amended such that the balances became interest-free. There was no change to the other conditions.

There have been no other events subsequent to the year end date that require adjustment or disclosure in the financial statements.


14.


Group relationships and ultimate controlling parties

The company's immediate parent company is Aroundtown Real Estate Limited. The company is a subsidiary undertaking of Aroundtown S.A. which is the ultimate parent company registered in Luxembourg. Its registered address is 37, Boulevard Joseph II, L-1840 Luxembourg. The ultimate controlling party is Aroundtown S.A. No other group financial statements include the results of the company.

 
Page 22