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Registered number: 15796567
FORMA II UK PROPCO 5 LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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FORMA II UK PROPCO 5 LTD
COMPANY INFORMATION
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A Hertz (resigned 10 April 2025)
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Chartered Accountants & Registered Auditor
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FORMA II UK PROPCO 5 LTD
CONTENTS
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Independent Auditors' Report
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Statement of Profit or Loss and Other Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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Detailed Profit and Loss Account and Summaries
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FORMA II UK PROPCO 5 LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors who served during the year were:
A Hertz (resigned 10 April 2025)
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Directors' responsibilities statement
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The directors are responsible for preparing the Directors' Report and the financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
Under company law the directors must not approve the financial statements unless they are 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 the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The principal activity of the Company is of letting and operating of real estate
The profit for the year, after taxation, amounted to £1,076,334 (2024 - £210,976).
During the year, dividends of £1,000,000 were declared and paid. A further dividend of £880,000 was proposed and paid after the reporting date but before the financial statements were authorised for issue.
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FORMA II UK PROPCO 5 LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are 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 auditors are aware of that information.
The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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FORMA II UK PROPCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK PROPCO 5 LTD
We have audited the financial statements of Forma II UK Propco 5 Ltd for the year ended 31 December 2025 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of material accounting policies set out on pages 13 - 15. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
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 UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
• A review of management going concern considerations including testing the assumptions of a going concern report.
• Reviewing current cash and investment holdings to ensure the company has the ability to pay creditors.
• A consideration of post year end events and whether these have a material impact on the Companies' going concern status.
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 directors with respect to going concern are described in the relevant sections of this report.
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FORMA II UK PROPCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK PROPCO 5 LTD (CONTINUED)
The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' 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 Directors' 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 directors' 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 directors' responsibilities statement on page 1, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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FORMA II UK PROPCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK PROPCO 5 LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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:
• We obtained an understanding of the legal and regulatory frameworks applicable to the company and the industry in which it operates. We determined that the following laws and regulations were most significant: IFRS, the Companies Act 2006 and Health and Safety at Work Act.
• We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.
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 auditors' report.
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FORMA II UK PROPCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK PROPCO 5 LTD (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.
Stephen Haffner (Senior Statutory Auditor)
for and on behalf of
Harris & Trotter LLP
Chartered Accountants
Registered Auditor
101 New Cavendish Street
1st Floor South
London
United Kingdom
W1W 6XH
3 November 2026
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FORMA II UK PROPCO 5 LTD
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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As restated
Period ended
31 December
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Revaluation gains/(losses)
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Fair value gains/(losses)
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The notes on pages 13 to 23 form part of these financial statements.
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FORMA II UK PROPCO 5 LTD
REGISTERED NUMBER: 15796567
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Trade and other receivables
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Cash and cash equivalents
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Derivative financial liabilities
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Trade and other liabilities
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FORMA II UK PROPCO 5 LTD
REGISTERED NUMBER: 15796567
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Issued capital and reserves
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The financial statements on pages 7 to 23 were approved and authorised for issue by the board of directors on 3 November 2026 and were signed on its behalf by:
The notes on pages 13 to 23 form part of these financial statements.
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FORMA II UK PROPCO 5 LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total comprehensive income for the year
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Total contributions by and distributions to owners
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Total comprehensive income for the year
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Total contributions by and distributions to owners
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The notes on pages 13 to 23 form part of these financial statements.
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FORMA II UK PROPCO 5 LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Change in value of investment property
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Net loss arising on financial liabilities designated as at fair value through profit or loss
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Cash settlement on financial liabilities designated as at fair value through profit or loss
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Movements in working capital:
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Increase in trade and other receivables
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(Decrease)/increase in trade and other payables
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(Decrease)/increase in deferred revenue
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Increase in other liabilities
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Payments for investment property
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Net cash from/(used in) investing activities
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FORMA II UK PROPCO 5 LTD
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash flows from financing activities
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Advance to parent undertaking
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Proceeds from bank borrowings
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Interest paid on bank loan
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Dividends paid to the holders of the parent
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Net cash (used in)/from financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 13 to 23 form part of these financial statements.
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Forma II UK Propco 5 Ltd (the 'Company') is a limited company incorporated in the United Kingdom. The Company's registered office is at 101 New Cavendish Street, 1st Floor South, London, W1W 6XH. The Company's principal activity is letting and operating of real estate.
These financial statements cover the period from 01 January 2025 to 31 December 2025.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs).
The financial statements have been prepared under the historical cost convention, with the exception of
investment property and derivatives which are measured at fair value. The principal accounting policies
adopted are set out below.
3.Accounting policies
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
The Company's policy for recognition of revenue from operating leases is described in note 3.2.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Company's net investment outstanding in respect of the leases.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
When a contract includes lease and non-lease components, the Company applies IFRS 15 to allocate the consideration under the contract to each component.
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. All of the Company's property interests held under operating leases to earn rentals or for capital appreciation purposes are accounted for as investment properties and are measured using the fair value model. Gains and losses arising from changes in the fair value of investment properties are included in profit or loss in the period in which they arise.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
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Derivative financial instruments
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The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts, interest rate swaps and cross currency swaps. Further details of derivative financial instruments are disclosed in note 14.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL. Derivatives embedded in hybrid contracts that contain financial asset hosts within the scope of IFRS 9 are not separated. The entire hybrid contract is classified and subsequently measured at either amortised cost or FVTPL as appropriate.
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM.
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Functional and presentation currency
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These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Accounting estimates and judgments
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5.1 Judgment
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 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.
Investment property valuation
The Group's investment property is measured at fair value, with the valuation involving significant
estimation and judgement. The fair value of the investment property is determined based on an external
valuation performed by independent external valuers in accordance with IFRS 13.
The valuation uses market and income capitalisation approaches and incorporates assumptions
regarding market rents, capitalisation yields, lease terms, occupancy and other market conditions. Changes in these assumptions could result in a material change in the fair value of the investment
property
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The following is an analysis of the Company's revenue for the year from continuing operations:
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All revenue during the period ended 31 December 2025 was generated from customers located in the United Kingdom
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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During the year, the Company obtained the following services from the Company's auditors:
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Period ended
Period ended 31 December
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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Interim dividend of £390,000 per Ordinary share paid during the year
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Interim dividend of £310,000 per Ordinary share paid during the year
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Interim dividend of £200,000 per Ordinary share paid during the year
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Interim dividend of £100,000 per Ordinary share paid during the year
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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(i) Non-current assets at fair value
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The investment property is measured at fair value at each reporting date. The fair value has been determined by Colliers who are independent external valuers in accordance with IFRS 13 using a market basis. The valuation is classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs, including estimated rental values (ERV) and capitalisation yields. The fair value is sensitive to changes in these assumptions, and a change in the underlying inputs could result in a material change in the fair value of the investment property.
The investment property has been pledged as security for the Group's borrowings with HSBC.
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Trade and other receivables
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Amount due from parent undertaking
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Prepayments and accrued income
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Total current trade and other receivables
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The amount due from parent undertaking, is unsecured, interest-free, repayable on demand and was
settled after year-end during 2026.
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Derivative financial instruments
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Derivative financial assets
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Derivative financial liabilities
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Total derivatives not designated as hedging instruments
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Total derivative financial liabilities
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Total derivative financial liabilities
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On 3 March 2025, the Company entered into a GBP SONIA interest rate swap with the bank to hedge exposure to variable interest rates on borrowings. The swap has a notional principal amount of £6.0 million and requires the Company to pay a fixed rate of 3.99% while receiving SONIA-based variable interest.The derivative is measured at fair value at each reporting date, with movements in fair value recognised in profit or loss.
The interest rate swap is classified as Level 2 within the IFRS 13 fair value hierarchy. Its fair value is
determined using valuation techniques based on observable market inputs, including relevant interest
rate yield curves
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Total current trade and other payables
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total loans and borrowings
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On 4 March 2025, the Company entered into a term loan facility of £12.1 million maturing on 26 February 2030. The loan bears interest at a variable rate of SONIA plus 2.10% per annum, with interest payable quarterly. Transaction costs directly attributable to arranging the facility were deducted from the loan proceeds and are amortised over the term of the loan using the effective interest method.
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Financial instruments - fair values and risk management
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14.1 Accounting classifications and fair values
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The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
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Financial assets not measured at fair value
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Trade and other receivables
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Cash and cash equivalents
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Interest rate swaps used for hedging
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Financial liabilities not measured at fair value
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Financial assets not measured at fair value
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Trade and other receivables
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Cash and cash equivalents
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Financial liabilities not measured at fair value
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FORMA II UK PROPCO 5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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Details of transactions between the Company and its related parties are disclosed below.
During the year the Company advanced £11,832,828 to its parent undertaking, Forma II UK Holdco 5 Ltd. The balance was outstanding on 31 December 2025 and was settled in full in 2026
During the year the Company was charged management fees by related parties: Forma Management Services Ltd £31,116 (2024: Nil) and Forma Advisory Services UK Ltd £114,071 (2024: Nil). These are included in administrative expenses
The Company also declared a dividend of £1,000,000 to be paid to their parent entity and this was also paid during the year.
The controlling party of the entity is Forma II UK Holdco 5 Limited.
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Notes supporting statement of cash flows
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Cash at bank available on demand
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Cash and cash equivalents in the statement of financial position
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Cash and cash equivalents in the statement of cash flows
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Events after the reporting date
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Subsequent to the reporting date, the intercompany balance of £11,832,828 due from the parent company was settled in full in 2026.
A prior year adjustment has been made to correct the valuation of the investment property. This has resulted in an increase in the previously reported carrying value of the investment property, with a corresponding increase in the profit reported for the prior year by £1,510,757.
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