Company registration number 16479767 (England and Wales)
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 6
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
Notes
£
£
Fixed assets
Investments
4
100
Current assets
Debtors
6
100
Creditors: amounts falling due within one year
7
(7,881)
Net current liabilities
(7,781)
Net liabilities
(7,681)
Capital and reserves
Called up share capital
9
100
Profit and loss reserves
(7,781)
Total equity
(7,681)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 26 October 2026 and are signed on its behalf by:
Mr Shaun Connery
Mr Justin Hildebrandt
Director
Director
Company registration number 16479767 (England and Wales)
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
Cal Affinius European Debt Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 7th Floor Swan House, 17 - 19 Stratford Place, London, W1C 1BQ.
1.1
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 certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The directors have assessed the Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.true
The Company forms part of a group whose business model is to secure committed funding from investors and/or external senior lenders before entering into commitments to originate real estate-backed loans. Lending activities are undertaken through dedicated special-purpose entities and funding is generally secured in advance of the related lending commitments, which significantly mitigates liquidity risk.
In performing their assessment, the directors have also considered a letter of support received from the Company's parent undertaking confirming that financial support will be made available, if required, for a period of at least twelve months from the date of approval of these financial statements.
Based on this assessment, the directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis in preparing these financial statements.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
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.
1.5
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 statement of financial position 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.
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.
1.6
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.
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 4 -
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
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2025
Number
Total
0
4
Fixed asset investments
2025
£
Shares in group undertakings and participating interests
100
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 28 May 2025
-
Additions
100
At 31 December 2025
100
Carrying amount
At 31 December 2025
100
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Cal Affinius European Debt Lendco 1 Limited
7th Floor Swan House, 17-19 Stratford Place, London, United Kingdom, W1C 1BQ
Ordinary Shares
100.00
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 5 -
6
Debtors
2025
Amounts falling due within one year:
£
Other debtors
100
7
Creditors: amounts falling due within one year
2025
£
Bank loans and overdrafts
31
Amounts owed to group undertakings
100
Other creditors
7,750
7,881
8
Loans and overdrafts
2025
£
Bank overdrafts
31
Payable within one year
31
9
Called up share capital
2025
2025
Ordinary share capital
Number
£
Issued
Ordinary Shares of £1 each
100
100
10
Related Party Disclosures
The Company has taken the exemption under the FRS 102 not to disclose related party transactions with the ultimate parent company and wholly owned subsidiaries within the group.
11
Ultimate Controlling Party
The parent company is Cal Affinius European Debt LP and the ultimate parent company is Affinius Capital LLC. a company incorporated in San Antonio, Texas. Its registered office is 9830 Colonnade Blvd., Suite 600, San Antonio, TX 78230, United States.
In the opinion of the directors, there is no individual who ultimately controls the company.
CAL AFFINIUS EUROPEAN DEBT HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 6 -
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
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 loss 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.
Senior Statutory Auditor:
Nicolae Vleju FCCA
Statutory Auditor:
Xeinadin Audit Limited
Date of audit report:
27 October 2026
13
Events after the reporting date
In accordance with the Company's business model, subsequent to 31 December 2025, the Company established a number of wholly owned special purpose subsidiaries to originate and hold real estate-backed lending investments. Between the reporting date and the date of approval of these financial statements, those subsidiaries entered into a number of significant lending and related financing arrangements with an aggregate value exceeding £370 million equivalent, funded through a combination of loans advanced by the Company and third-party senior debt facilities. In connection with these arrangements, the Company entered into a number of security agreements and charges were registered at Companies House in favour of Situs Asset Management Limited and JPMorgan Chase Bank, National Association. The security arrangements include fixed charges over certain subsidiary shareholdings and intra-group funding arrangements together with customary negative pledge provisions. The Directors have concluded that these events are indicative of conditions that arose after the end of the reporting period and therefore constitute non-adjusting events after the reporting period. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.