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Registered number: 16057230
FORMA II UK HOLDCO 5 LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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FORMA II UK HOLDCO 5 LTD
COMPANY INFORMATION
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D Netser (appointed 4 November 2024)
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C J Taylor (appointed 4 November 2024)
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R Markman (appointed 4 November 2024, resigned 27 November 2024)
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A Hertz (appointed 27 November 2024, resigned 10 April 2025)
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FORMA II UK HOLDCO 5 LTD
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Profit or Loss and Other Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Company Statement of Cash Flows
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Notes to the Consolidated Financial Statements
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Company Detailed Profit and Loss Account and Summaries
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FORMA II UK HOLDCO 5 LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the Period ended 31 December 2025.
The directors who served during the Period were:
D Netser (appointed 4 November 2024)
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C J Taylor (appointed 4 November 2024)
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R Markman (appointed 4 November 2024, resigned 27 November 2024)
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A Hertz (appointed 27 November 2024, 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 consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated 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 consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated 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 Group and 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 Group or 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 Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent 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 Group and to prevent and detect fraud and other irregularities.
The principal activity of the Company is that of a Holding Company.
The profit for the Period, after taxation, amounted to £1,076,334 (2024 - £210,976).
Dividends totalling £1,000,000 were declared and paid in the year.
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FORMA II UK HOLDCO 5 LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD 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 and the Group'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 and the Group'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 HOLDCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK HOLDCO 5 LTD
We have audited the financial statements of Forma II UK Holdco 5 Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the Period ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of material accounting policies set out on pages 17 - 20. The financial reporting framework that has been applied in the preparation of the financial statements 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 Group's and the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the Period then ended;
∙the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and
∙the financial statements 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 Group and the Parent 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.
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FORMA II UK HOLDCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK HOLDCO 5 LTD (CONTINUED)
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 Group's and the Parent 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 debtors.
• 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 Group's or the Parent 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.
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 Group Strategic Report and the Directors' Report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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FORMA II UK HOLDCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK HOLDCO 5 LTD (CONTINUED)
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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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.
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FORMA II UK HOLDCO 5 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORMA II UK HOLDCO 5 LTD (CONTINUED)
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.
Stephen Haffner (Senior Statutory Auditor)
for and on behalf of
Harris & Trotter LLP
Registered Auditors
101 New Cavendish Street
1st Floor South
London
W1W 6XH
4 November 2026
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FORMA II UK HOLDCO 5 LTD
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Revaluation gains/(losses)
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Fair value gains/(losses)
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Total comprehensive income
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The notes on pages 17 to 31 form part of these financial statements.
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FORMA II UK HOLDCO 5 LTD
REGISTERED NUMBER: 16057230
CONSOLIDATED 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 HOLDCO 5 LTD
REGISTERED NUMBER: 16057230
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 7 to 31 were approved and authorised for issue by the board of directors on 4 November 2026 and were signed on its behalf by:
The notes on pages 17 to 31 form part of these financial statements.
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FORMA II UK HOLDCO 5 LTD
REGISTERED NUMBER: 16057230
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Other non-current investments
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Trade and other receivables
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Trade and other liabilities
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Issued capital and reserves attributable to owners of the parent
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The Company's profit for the Period was £1,000,000.
The financial statements on pages 7 to 31 were approved and authorised for issue by the board of directors on 4 November 2026 and were signed on its behalf by:
The notes on pages 17 to 31 form part of these financial statements.
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FORMA II UK HOLDCO 5 LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total attributable to equity holders of parent
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Total comprehensive income for the Period
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Total contributions by and distributions to owners
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Total comprehensive income for the Period
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Total contributions by and distributions to owners
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The notes on pages 17 to 31 form part of these financial statements.
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FORMA II UK HOLDCO 5 LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total comprehensive income for the Period
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Total contributions by and distributions to owners
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The notes on pages 17 to 31 form part of these financial statements.
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FORMA II UK HOLDCO 5 LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 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 HOLDCO 5 LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD 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 Period
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Cash and cash equivalents at the end of the Period
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The notes on pages 17 to 31 form part of these financial statements.
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FORMA II UK HOLDCO 5 LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Net cash from operating activities
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Cash flows from financing activities
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Dividends paid to the holders of the parent
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the end of the Period
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The notes on pages 17 to 31 form part of these financial statements.
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Forma II UK Holdco 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. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in that of a Holding Company.
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 Standalone financial statements of the Company have been prepared for the period from the date of incorporation, 4 November 2024 to 31 December 2025.
The Consolidated financial statements have been prepared on the basis that the Company has acted as the parent entity of the Group throughout both the current and comparative periods, even though the legal parent was incorporated only in the current year. This presentation reflects a predecessor accounting method and provides users with financial information as if the Group’s existing subsidiaries had always been under the common control of the HoldCo.
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.
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Accounting policies
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
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Basis of consolidation (continued)
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Changes in the Group's ownership interests in existing subsidiaries
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Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
The Group 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 Group does not adjust any of the transaction prices for the time value of money.
The Group's policy for recognition of revenue from operating leases is described in note 3.3.
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
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 Group'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 Group'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 the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
When a contract includes lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under the contract to each component.
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.
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 Group'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 a Group entity becomes a party to the
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
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Financial instruments (continued)
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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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Derivative financial instruments
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The Group 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.
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.
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 consolidated 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 HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Accounting estimates and judgments
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5.1 Judgment
In the application of the Group'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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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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The following is an analysis of the Group's revenue for the Period from continuing operations:
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Analysis of revenue by country of destination:
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During the Period, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Finance income and expense
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Recognised in profit or loss
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Total interest income arising from financial assets measured at amortised cost or FVOCI
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Other interest receivable
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Net finance (expense)/income recognised in profit or loss
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9.1 Income tax recognised in profit or loss
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Current tax on profits for the Period
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
9.Tax expense (continued)
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9.1 Income tax recognised in profit or loss (continued)
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The reasons for the difference between the actual tax charge for the Period and the standard rate of corporation tax in the United Kingdom applied to profits for the Period are as follows:
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Income tax expense (including income tax on associate, joint venture and discontinued operations)
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Profit before income taxes
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Tax using the Company's domestic tax rate of 25% (2024:25%)
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Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
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Property Rental Business - exempt income
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9.2 Current tax assets and liabilities
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Interim dividend of £390,000 per Ordinary share paid during the period
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Interim dividend of £310,000 per Ordinary share paid during the period
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Interim dividend of £200,000 per Ordinary share paid during the period
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Interim dividend of £100,000 per Ordinary share paid during the period
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The dividends were paid as property income distributions by the Company as principal company of a UK REIT group, after deduction of withholding tax at 20% (£200,000), which was accounted for to HMRC.
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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 HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Details of the Group's material subsidiaries at the end of the reporting period are as follows:
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Place of incorporation and operation
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Proportion of ownership interest and voting power held by the Group (%)
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1) Forma II UK Propco 5 Ltd
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Letting and operating of real estate.
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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 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 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 HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 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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Fair value interest rate swaps
The Group has entered into an interest rate swap to manage its exposure to interest rate risk. The derivative is recognised initially at fair value and is subsequently remeasured to fair value at each reporting date.
Hedge accounting is not applied and, accordingly, the interest rate swap is classified as a financial instrument at fair value through profit or loss (FVTPL). Changes in the fair value of the derivative are recognised immediately 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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FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total trade and other payables
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Less: current portion - trade payables
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Less: current portion - other payables
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Less: current portion - accruals
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Less: current portion - deferred income
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Total non-current position
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|
FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 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.
|
The immediate parent is a fund based in Luxembourg, Forma Investment European Fund II SCSp.As no individual investor holds more than 25% of the fund interests, there is no single ultimate controlling party.
|
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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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|
FORMA II UK HOLDCO 5 LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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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.
|
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Investments in subsidiary companies
|
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Receivables from related parties
|
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|
Total financial assets other than cash and cash equivalents classified as loans and receivables
|
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Payables to related parties
|
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
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