Company registration number 16134863 (England and Wales)
ACR III NI RE HOLDING LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
ACR III NI RE HOLDING LIMITED
COMPANY INFORMATION
Directors
Timothy Fazio
Andrew Bursky
Company number
16134863
Registered office
13th Floor Smithson Plaza
London
SW1A 1HA
ACR III NI RE HOLDING LIMITED
CONTENTS
Page
Directors' report
1
Profit and loss account
2
Balance sheet
3
Notes to the financial statements
4 - 10
ACR III NI RE HOLDING LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 1 -
The directors present their annual report and financial statements for the period ended 31 December 2025.
Principal activities
The principal activity of the company is that of property ownership and management with the aim of deriving profit through the continued use or through an orderly sale of the investment properties.
Principal risks and uncertainties
The company operates in an environment that is subject to various risks and uncertainties:
Real Estate Market Conditions:
The company’s performance is closely tied to the real estate market, including factors such as supply and demand dynamics, economic conditions, interest rates, and property valuations. Changes in these factors can affect the company’s profitability and ability to generate returns.
Market Liquidity:
The ability to sell properties and exit investments in a timely manner can be influenced by market liquidity conditions. Illiquid markets may pose challenges in realising the value of the company’s investments and impact its cash flow generation.
Regulatory Environment:
The company operates within a regulatory framework that governs real estate investments and financial activities. Changes in regulations, tax laws or other legal requirements can introduce uncertainties and compliance obligations that may impact the company’s operations and financial performance.
Counterparty and Credit Risks:
The company engages in various financial transactions and contractual agreements with third parties, including tenants, borrowers, lenders, and service providers. The failure of these counterparties to fulfil their obligations or the deterioration of their creditworthiness can expose the company to potential losses and disrupt its operations.
Results
The results for the period are set out on page 2 and no dividend has been paid or declared.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Timothy Fazio
Andrew Bursky
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Andrew Bursky
Director
11 September 2026
ACR III NI RE HOLDING LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -
Period ended
31 December
2025
Notes
£
Turnover
3
2,119,178
Cost of sales
(4,750)
Gross profit
2,114,428
Administrative expenses
(62,779)
Other operating income
7,389
Operating profit
2,059,038
Interest payable and similar expenses
(30,330)
Fair value gains and losses on investment properties
7
(1,598,102)
Profit before taxation
430,606
Tax on profit
5
(107,652)
Profit for the financial period
322,954
ACR III NI RE HOLDING LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 3 -
2025
Notes
£
£
Fixed assets
Intangible assets
6
79,100
Investment property
7
22,998,899
23,077,999
Current assets
Debtors - deferred tax
399,526
Debtors - other
8
101
Cash at bank and in hand
1,377,768
1,777,395
Creditors: amounts falling due within one year
9
(990,294)
Net current assets
787,101
Total assets less current liabilities
23,865,100
Creditors: amounts falling due after more than one year
10
(23,542,045)
Net assets
323,055
Capital and reserves
Called up share capital
101
Profit and loss reserves
322,954
Total equity
323,055
For the financial period ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The member has not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These 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 11 September 2026 and are signed on its behalf by:
Andrew Bursky
Director
Company registration number 16134863 (England and Wales)
ACR III NI RE HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information
ACR III NI RE Holding Limited is a private company limited by shares incorporated in England and Wales. The registered office is 13th Floor Smithson Plaza, London, SW1A 1HA.
1.1
Reporting period
The Company's financial year starts 1 January and ends 31 December except for this first period. The first financial period which started from the date of incorporation i.e. 13 December 2024 until 31 December 2025.
1.2
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
ACR III NI RE HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.4
Revenue
Revenue is mainly comprised of rental income from tenants and is stated net of VAT. Base rent represents principal rental income from contracts and is recorded at the contractual value after taking into account the effects of rental smoothing over the lease term. Base rent is received on a quarterly basis.
Rental smoothing adjustments are recognised on a straight line basis over the period of the lease contract.
Other income includes any income that does not arise from the entity's normal operating activities.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.5
Intangible fixed assets
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the Partnership’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, 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.
1.6
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
ACR III NI RE HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
ACR III NI RE HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
ACR III NI RE HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 8 -
2
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 amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover
2025
£
Turnover analysed by class of business
Rental Income
2,119,178
4
Employees
The average monthly number of employees during the year was nil.
5
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
507,178
Deferred tax
Origination and reversal of timing differences
(399,526)
Total tax charge
107,652
ACR III NI RE HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 9 -
6
Intangible fixed assets
Spare Asset 1
£
Cost
At 13 December 2024
Additions
79,100
At 31 December 2025
79,100
Amortisation and impairment
At 13 December 2024 and 31 December 2025
Carrying amount
At 31 December 2025
79,100
7
Investment property
2025
£
Fair value
At 13 December 2024
Additions
24,597,001
Revaluations
(1,598,102)
At 31 December 2025
22,998,899
Investment property comprises £22,998,899. Investment properties are measured at fair value at the reporting date. The fair values are determined by the directors using an internal valuation based on recent market transactions for similar properties, adjusted for location, size, and condition.
The directors consider the valuations to reflect the price that would be received in an arm’s length transaction. Changes in fair value are recognised in profit or loss.
The directors’ estimates are based on assumptions that are subject to market and economic conditions, and actual results may differ.
8
Debtors
2025
Amounts falling due within one year:
£
Other debtors
101
2025
Amounts falling due after more than one year:
£
Deferred tax asset
399,526
Total debtors
399,627
ACR III NI RE HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 10 -
9
Creditors: amounts falling due within one year
2025
£
Corporation tax
507,178
Other taxation and social security
238,113
Other creditors
245,003
990,294
10
Creditors: amounts falling due after more than one year
2025
£
Bank loans and overdrafts
11,249,810
Amounts owed to group undertakings
12,286,985
Other creditors
5,250
23,542,045
On 16 December 2025, the Company agreed a sterling term loan facility with AIB Group (UK) p.l.c. for the initial term of three years from date of the agreement, with two further annual extensions. Interest is payable quarterly at a margin of 2.25% over SONIA (the Sterling Overnight Index Average interest rate benchmark). The Company has borrowed £11,500,000 for the acquisition of the investment property. Amortised cost of the loan was 250,190.
The Company has received an interest-free loan from its parent undertaking, ACR III NI RE Mezzanine Limited.
11
Events after the reporting date
No adjusting post balance sheet events have occurred to date and the Directors have a reasonable expectation that there will be no significant impact to the company's financial results.
12
Parent company
The entire issued share capital of the company is held by ACR III NI RE Mezzanine Limited, A Limited Company established and registered in England and Wales, and is the immediate parent undertaking. The ultimate parent undertaking and controlling party is ACR III (A10) Propco LP.
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