abrdn Property
Income Trust Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
API Annual Report & Accounts Year End 31 December 2025
1
Contents
Introduction
02 Objective and Investment Policy
Strategic Report
03 Performance Summary
04 Chair’s Statement
06 Investment Manager’s Report
07 Stakeholder Engagement
09 Strategic Overview
Governance
12 Board of Directors
13 Directors’ Report
17 Corporate Governance Report
23 Audit Committee Report
26 Directors’ Remuneration Report
29 Statement of Directors’ Responsibilities
Financial Statements
30 Independent Auditor’s Report
34 Statement of Comprehensive Income
35 Statement of Financial Position
36 Statement of Changes in Equity
37 Cash Flow Statement
38 Notes to the Financial Statements
Additional Information
59 Alternative Performance Measures
60 ESG Performance and Environmental Indicators
62 Glossary
64 Investor Information
66 Directors and Company Information
67 Annual General Meeting
API Annual Report & Accounts Year End 31 December 2025
2
Objective and Investment Policy
At an Extraordinary General Meeting on the 28 May 2024, 96% of shareholders (who
voted) voted in favour of a proposal to change the (former) Group’s Investment
Policy – placing the (former) Group into a Managed and Orderly Wind-Down, selling
assets and returning funds to shareholders as such funds become available. The
new and revised Investment Objective and Investment Policy are:
Objective
The Company’s investment objective is to realise all existing assets in the Company’s
portfolio in an orderly manner.
Investment Policy
The Company will pursue its investment objective by effecting an orderly realisation
of its assets while seeking to balance maximising returns for Shareholders against
the timeframe for disposal. The Company will cease to make any new investments
or to undertake capital expenditure except as deemed necessary or desirable by
the Board in connection with the Managed Wind-Down, primarily where such
expenditure is necessary to protect or enhance the realisable value of an existing
asset.
The net proceeds from realisations will be used to repay borrowings and make
timely returns of capital to shareholders (net of provisions for the Company’s costs
and expenses) in such manner as the Directors consider appropriate.
Any amounts received by the Company during the Managed Wind-Down that have
not been used to repay borrowing will be held by the Company as cash on deposit
and/or as cash equivalent securities, including short-dated corporate bonds or
other cash equivalents, cash funds or bank cash deposits (and/or funds holding such
investments), prior to cash being returned to Shareholders.
Borrowings and Derivatives
The Company will not undertake any further borrowings other than for short-term
working capital purposes. The Company’s net gearing, calculated as total
borrowings less cash/cash equivalents (including money market funds) as a
percentage of the Company’s gross assets, will not exceed 65%, measured at the
time of any borrowing (for working capital purposes) or return of capital to
shareholders. Derivatives may be used for hedging purposes only.
Future of the Company
As discussed in more detail in Note 2.1 (on page 38), the Company has been placed
into a Managed and Orderly Wind-Down, the result of which is that there is now a
clear intention to liquidate the Company at some point in the near future. As such,
the financial statements contained herein have been prepared on a basis other than
that of a going concern.
API Annual Report & Accounts Year End 31 December 2025
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Performance Summary
Earnings, Dividends & Costs 31 December
2025
31 December
2024
IFRS Loss per share (p)
(0.9) (11.3)
Dividends paid per ordinary share (p) 0.9 3.0
Dividends declared per ordinary share but not yet paid (p)
1
-3.0
Capital Distributions (p)
3.0 52.0
Ongoing Charges
2
As a % of aver
age net assets including direct property costs
4.0 2.8
As a % of average net assets excluding direct property costs
3.9 1.2
Capital Values & Gearing 31 December
2025
31 December
2024
Change
%
Net assets (£million) 12.1 30.4 (60.1)
Net asset value per share (p) (note 20) 3.2 8.0 (60.2)
Ordinary Share Price (p)
2.4 6.9 (65.2)
(Discount)/Premium to NAV (%)
3
(24.6) (13.8)
Total Return 1 year
% return
3 year
% return
5 year
% return
10 year
% return
Share Price
4
5.5 21.6 41.3 30.6
FTSE All-Share Real Estate Investment
Trusts Index
11.9 10.2 (2.4) (2.2)
FTSE All-Share Index 24.0 46.5 73.9 123.4
1 Represents the special interim property income distribution to shareholders (Ex-Dividend Date: 19 December 2024, Record Time: 20 December 2024)
as a result of exiting the REIT regime. This was in addition to the return of capital via the redeemable bonus shares.
2 As defined and calculated under API’s Alternative Performance Measures (see page 59)
3 Differential between the Ordinary Share Price and the Net asset value per share expressed as a percentage of the Net asset value per share.
4 Assumes re-investment of dividends excluding transaction costs.
Sources: Aberdeen PLC, MSCI
API Annual Report & Accounts Year End 31 December 2025
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Chair’s Statement
Background
As longer standing shareholders will be aware from
previous communications, the sale in November 2024 of
abrdn Property Holdings Limited (aPH) resulted in the
disposal of the investment property portfolio barring one
asset. This final holding is the land in the Cairngorms
known as Far Ralia, which was originally acquired as part
of the Company’s Net Zero Carbon target and is currently
being marketed for sale. There is an update on progress
within the Investment Manager’s report.
Following a sale of Far Ralia, and in line with the
shareholder vote in May 2024, it is the Board’s intention to
progress with a liquidation of the Company and return the
proceeds to shareholders.
Review of 2025
As outlined in the 2025 Interim Report & Accounts, the
Board and Investment Manager continue to work towards
a formal liquidation of the Company, and it remains their
sole focus to maximise returns to shareholders and
liquidate the Company as soon as practically possible.
During the year and following agreement of the
completion accounts in relation to the sale of aPH, the
Company returned approximately £15 million to
shareholders by way of a Return of Capital (via
redeemable bonus shares) and a Final Property Income
Distribution. The Board, in discussion with the Investment
Manager, is satisfied that following this distribution the
Company retains a prudent level of funds to cover its
outgoings for a sufficient period of time to facilitate a
liquidation.
The Board remain cognisant that the Company no longer
has any income producing assets (excluding interest on
cash holdings) and the costs of running the Company are
now eroding shareholder funds by approximately
£600,000 per annum (net of interest on cash holdings)
based on current projections. The Board and Investment
Manager are, therefore, focused on minimising
expenditure.
In line with this, the Board have taken the decision to
reduce their annual Director’s fees by 10% from 1 April
2026. Additionally, during the year the Board decided to
change the Company’s auditor from Deloitte LLP to Grant
Thornton Limited as the latter represented better value for
money. This forms part of an ongoing exercise whereby
the costs of all the Company's suppliers are being
scrutinised in efforts to reduce these where possible.
Potential Delisting
As part of these cost saving efforts, the Board considered
the potential for the Company to delist from the London
Stock Exchange. Whilst offering an attractive reduction in
costs, it was noted that this could have a material impact
on some shareholders. In collaboration with the
Company’s Broker, the Board consulted with a range of
shareholders to gauge their views and, on the whole,
shareholders preferred their shares to remain listed.
Board Composition
Since the resignation of three Directors in December 2024,
the Board has comprised two Directors. It is felt that this
better reflects the extent of oversight the Company
requires during the wind-down phase. Depending on
timing and structure of any liquidation, this number will
probably reduce to one for the final wind-down of the
Company.
Financial Resources
At the year end the Company held £4.6m in cash and had
net current assets excluding Far Ralia of £1.0m. No
provision has been made for future operating costs. As
previously advised, the Board has invested the Company’s
cash holdings into a shorter-term money market fund, the
abrdn Liquidity Fund (Sterling Class), to provide the
balance of a competitive rate of interest and security of
capital.
Final Distributions and Outlook
The current NAV is 3.2p, of which 1.7p relates to Far Ralia.
The timing and value of its eventual sale will impact future
distributions.
The Board are cognisant of ensuring that the final
distribution is as close as possible to the previously
anticipated 64p per share as communicated following the
shareholder vote on implementing the Managed Wind-
Down. To date, a total of 59.9p per share has been
distributed to shareholders (through a combination of
Income Distributions and the redemption of bonus shares).
The Board believe that the current NAV of 3.2p is still
reflective of the initial projections (which excluded future
API Annual Report & Accounts Year End 31 December 2025
5
operating costs) except for the fall in valuation of Far Ralia
over 2025 as shown in the NAV bridge below.
Shareholders are reminded that as soon as liquidators are
appointed the Company’s shares will cease trading on the
London Stock Exchange effectively meaning the shares
cannot be sold, with their value totally dependent on the
proceeds distributed by the liquidator after all assets are
sold and liabilities paid. Furthermore, the NAV of 3.2p
excludes any provision for future costs associated with the
running of the Company through liquidation. To date,
these have largely been covered by the interest
generated from the money market investment, however
given the recent distributions, interest income has fallen
and the NAV will decline over time.
The Board will continue to update shareholders regarding
the sale of Far Ralia when pertinent, and its likely impact on
the ultimate distribution they will receive.
Annual General Meeting (“AGM”)
The Annual General Meeting (“AGM”) will be held at
10.00am on Monday 10 August 2026 at the offices of
Aberdeen Group PLC, 1 George Street, Edinburgh EH2 2LL.
The Board looks forward to welcoming shareholders in
person where they will have the opportunity to put
questions to the Board and/or the Manager. Shareholders
are also invited to submit questions by email in advance to
property.income@aberdeenplc.com
27 April 2026
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2025
6
Investment Manager’s Report
for the year ended 31 December 2025
Review of 2025
After the sale of aPH in November 2024, and with it the
majority of the property assets, the two main workstreams
during 2025 were resolving the outstanding matters in
relation to the sale of aPH and progressing with the
marketing of the Company’s final asset, Far Ralia.
Given the size and complexity of the aPH transaction,
there were a number of matters that had to be resolved
including the final completion accounts and service
charge reconciliations at a variety of the multi-let
properties. These were worked through in conjunction
with various external consultants, and once concluded
allowed the final Property Income Distribution and a
Return of Capital to be paid towards the end of the year.
Far Ralia
As shareholders will be aware, the Company only holds
one property asset which is its land holding in the
Cairngorms. Far Ralia is a 3,633-acre estate which was
acquired as part of the Company’s Net Zero strategy and
on which the Company has undertaken an extensive tree
planting programme. This was completed during the year,
along with a further “beating-up” exercise whereby failed
saplings were replaced. As was noted in the Interim
Report, the failure rate at Far Ralia was below expectations
and well within capital expenditure forecasts.
As part of the planting scheme, the Company will receive
£1.65m in grant funding from Scottish Forestry. Due to the
change in ownership of Far Ralia, whereby it was
transferred from aPH to abrdn Property Income Trust,
extra-legal and registration hurdles had to be overcome
with the Scottish Government resulting in a delayed
payment of the grant funding. All the legal
documentation, including Standard Security, has now
been completed, and we await the payment from Scottish
Forestry.
During the course of the year the Investment Manager
implemented a change in the sale strategy by replacing
the marketing agent and reducing the quoting price for
the asset. Whilst the original pricing had always been a
guide, it was felt that a fresh approach would benefit the
sales process.
Following the change in agent there has been an increase
in the levels of interest, albeit the number of potential
buyers for this type of asset is very limited. In addition, the
market for natural capital investments is noticeably slower
than more standard commercial property. Current
sentiment around ESG has weakened as has the
confidence around the future pricing of carbon units.
Given that a significant proportion of the value in Far Ralia
is linked to the Pending Issuance Units (PIUs) that have now
been validated, this has impacted the conviction of
potential buyers.
Outlook for 2026
The impact of the various ongoing global conflicts, in
particular in the Middle East, could cause further delay in
the disposal of Far Ralia. It is widely anticipated that there
will be an increase in UK inflation due to the constrained oil
supply, which in turn could lead to a reactive increase in
the Bank of England interest rates. Any increase in the cost
of capital and the risk-free rate may reduce investor’s
appetite and/or their pricing expectations.
However, it remains the key focus of the Board and
Investment Manager to dispose of Far Ralia and liquidate
the Company as quickly and efficiently as possible. The
Board and Investment Manager are acutely aware of the
balance in maximising a sale price for Far Ralia with the
time taken to do so and the resultant running costs of the
Company, and this will influence any future decisions.
Valuation
The sole remaining asset, Far Ralia, is valued quarterly by
Knight Frank LLP under the provisions of the RICS Red Book.
As at 31 December 2025 it was valued at £6.75m.
API Annual Report & Accounts Year End 31 December 2025
7
Stakeholder Engagement
for the year ended 31 December 2025
This section explains how the Directors have promoted the
success of the Company for the benefit of its members as
a whole during the financial year to 31 December 2025.
The Directors take into account the likely short and long-
term consequences of decisions, the need to foster
relationships with all stakeholders and the impact of the
Company’s operations on the environment, in
accordance with the UK Code on Corporate Governance.
The Role of the Directors
The Company was a REIT until 29 November 2024 and is
now an Investment Company whose shares are listed on
the London Stock Exchange. It has no Executive Directors
or employees and is governed by a Non-Executive Board
of Directors. Its main stakeholders are Shareholders, the
Investment Manager, Service Providers, Scottish Forestry,
the Environment and the Community.
As set out in the Corporate Governance Report, the Board
has delegated day-to-day management of the assets to
the Investment Manager and either directly or through the
Investment Manager, the Company employs key suppliers
to provide services in relation to property management,
valuation, legal and tax requirements, auditing, depositary
obligations and share registration, amongst others. All
decisions relating to the Company’s investment policy,
investment objective, dividend policy, gearing, corporate
governance and strategy in general are reserved for the
Board.
The Board meets quarterly, with numerous other ad-hoc
meetings, and receives full information on the Company’s
performance, financial position and any other relevant
information.
The Board regularly reviews the performance of the
Investment Manager, and other service providers, to
ensure they manage the Company effectively and that
their continued appointment is in the best long-term
interests of the stakeholders as a whole.
The Board also reviews its own performance annually to
ensure it is meeting its obligations to stakeholders.
Engagement with key stakeholders is considered formally
as part of the annual evaluation process.
Strategic Activity during the Year
Notable transactions where the interests of stakeholders
were actively considered by the Board during the year,
and subsequently, include:
ᶡFollowing the sale of the Company’s subsidiaries to
GoldenTree Asset Management LP in November 2024, the
Company ceased being a member of the REIT regime. A
consequence of which was that the Company was
required to ensure that 100% of the accumulated income
profits of the (former) Group’s UK property rental business
were distributed to shareholders; while a member of the
REIT regime there was a requirement to distribute at least
90% of this each year – meaning there was now a
requirement to distribute the retained amounts not
previously distributed. To that effect, an initial payment of
3p per share was paid to shareholders on 10 January 2025
with the balancing payment of 0.921274p being made on
13 November 2025. This was calculated after a
protracted period of negotiation with the buyer as
detailed below and a review by the Company’s appointed
tax advisors.
ᶡAfter the initial completion of the sale of the subsidiaries
noted above, there was a protracted period of negotiation
with the buyer regarding the final completion accounts
(which were subject to review by both sides) and the
handover of Service Charge reconciliations (including any
shortfalls due to voids due from the Company) and
subsequent receipts by tenants relating to the Company’s
period of ownership. At all times, the Board and
Investment Manager were cognisant of ensuring that the
best possible outcome for shareholders was achieved as
part of these negotiations. Details of such amounts are
given in Note 10 of the Financial Statements.
Shareholders
Shareholders are key stakeholders and the Board places
great importance on communication with them. The
Board welcomes all shareholders’ views and aims to act
fairly to all shareholders.
Over the past year, the Board, Investment Manager and
Company’s Broker have communicated with
shareholders as best they can, recognising that
discussions regarding the sale of Far Ralia have been
ongoing with various parties making regular
communication difficult. The views of shareholders are
discussed by the Board at every Board meeting, and
action taken to address any shareholder concerns. The
Investment Manager also provided regular updates to
shareholders and the market through the Annual Report,
Half-Yearly Report and its website.
The Chair offers to meet with key shareholders at least
annually, and the SID is available to meet shareholders as
required.
API Annual Report & Accounts Year End 31 December 2025
8
The Company’s AGM provides a forum, both formal and
informal, for shareholders to meet and discuss issues with
the Directors and Investment Manager of the Company.
The Board welcomes correspondence from shareholders,
addressed to the Company’s registered office. All
shareholders have the opportunity to put questions to the
Board at the Annual General Meeting.
This year’s AGM is being held at 10.00am on 10 August
2026 at the offices of Aberdeen PLC, 1 George Street,
Edinburgh, EH2 2LL.
The Board hopes that as many shareholders as possible
will be able to attend the meeting. As set out in the Chair’s
Statement, shareholders are encouraged to submit
questions in advance of the AGM by email to:
property.income@aberdeenplc.com.
Investment Manager
The Chair’s Statement on pages 4 to 5 and Investment
Manager’s Report on page 6 detail the key investment
decisions taken during the year and subsequently. The
Investment Manager has continued to manage the
Company’s assets in accordance with the mandate
provided by shareholders, with the oversight of the Board.
The Board receives presentations from the Investment
Manager at every Board meeting to help it to exercise
effective oversight of the Investment Manager and the
Company’s Strategy. The Board formally reviews the
performance of the Investment Manager, and the fees it
receives, at least annually. More details on the conclusions
from the Board’s review is set out on page 19.
Other Service Providers
The Board also ensures that the views of its service
providers are heard and annually reviews these
relationships in detail. The aim is to ensure that contractual
arrangements remain in line with best practice, services
being offered meet the requirements and needs of the
Company and performance is in line with the expectations
of the Board, Investment Manager and other relevant
stakeholders. Reviews will include those of the Company
secretary, broker and share registrar. The performance of
the Company’s auditor is reviewed annually by the Audit
Committee.
The Community and the Environment
The Board and the Investment Manager have always
been committed to investing in a responsible manner.
API Annual Report & Accounts Year End 31 December 2025
9
Strategic Overview
for the year ended 31 December 2025
Objective
The objective, and purpose, of the Company is to realise all
of its assets in an orderly manner in accordance with the
resolutions passed at the Extraordinary General Meeting
on 28 May 2024.
Investment Policy and Business Model
The Directors have achieved this investment objective by
effecting an orderly realisation of the majority of its assets
balancing maximising returns for Shareholders against
the timeframe for disposal and return of capital. The
Company has ceased to make any new investments or to
undertake capital expenditure except as deemed
necessary or desirable by the Board in connection with the
sale of assets, primarily where such expenditure was
necessary to protect or enhance the realisable value of an
asset.
The net proceeds from realisations have been used to
repay borrowings and make timely returns of capital to
shareholders (net of provisions for the Company’s costs
and expenses) in such manner as the Directors
considered appropriate.
Any amounts received by the Company during the
Managed Wind-Down that have not been used to repay
borrowing or repaid to shareholders are held by the
Company as cash on deposit and/or as cash equivalent
securities, including short-dated corporate bonds or other
cash equivalents, cash funds or bank cash deposits
(and/or funds holding such investments), prior to the full
liquidation of the Company.
Any material change to the investment policy of the
Company may only be made with the prior approval of its
Shareholders.
The Board
As at 31 December 2025, the Board consisted of a Non-
Executive Chair and one Non-Executive Director. The
names of those Directors who held office during the year
to 31 December 2025 and at the date of this report appear
on page 12.
Key Performance Indicators
The Board has historically reviewed performance on a
quarterly basis against a number of key measures which
were considered to be alternative performance
measures (“APMs”). These APMs were in line with
recognised industry performance measures both in the
Real Estate and Investment Trust industry and helped to
assess the overall performance of the portfolio and the
Company.
Following the disposal of the Company’s subsidiaries on 29
November 2024 including the entire Investment Portfolio
(excluding its interest in the land at Far Ralia) and the
subsequent return of capital (52p in December 2024 and
3p during November 2025), these APMs were no longer
deemed relevant for the Company, with the focus now
being on the sale of the remaining property, minimising
costs, the liquidation of the Company and return the cash
to shareholders.
Principal Risks and Uncertainties
The Board ensures that proper consideration of risk is
undertaken in all aspects of the Company’s business on a
regular basis. The Board have assessed the Company’s
principal risks as summarised below:
Delays in the eventual liquidation of the Company.
The eventual liquidation of the Company is dependent on
the timing of the sale of the Company’s sole remaining
asset, Far Ralia and the eventual recovery of grant income
from Scottish Forestry; the Board will provide an update to
Shareholders if this position changes. The risk therefore is
that any delays in the sales process will impact not just the
timing of the liquidation but also potentially the scale of
final distribution to shareholders (see below). The risk is
mitigated by an active marketing process including a
change in marketing strategy implemented during the
year. Legal documentation in relation to Grant Funding
has now concluded and validation of PIUs from the
Woodland Carbon Cide has been received (which would
likely be a requirement for any prospective buyer).
Scottish Forestry consent will still be required as part of the
sales process. Furthermore, the Board has been in contact
with the potential liquidators regarding the timing of when
they could be appointed and the retention they would
require.
The ultimate total distribution to shareholders is less
than expected.
To mitigate this risk, the Board received regular updates
from the Investment Manager during the initial negotiation
period for the subsidiary sale and subsequent negotiation
over post completion matters (which have now
concluded) - establishing a prudent buffer at the point of
API Annual Report & Accounts Year End 31 December 2025
10
initial capital distribution to Shareholders during
December 2024 and again at the point of the secondary
distribution during November 2025 (via the Redeemable
Bonus Share issues). The ultimate distribution to
shareholders is highly dependent on the timing of the sale
of Far Ralia and the resultant sales price achieved; the
former is likely to impact the accumulated ongoing
running costs prior to liquidation (i.e. longer period to
liquidation, higher running costs). This risk is mitigated
through the regular review of forecast costs, scrutiny of
the selling agent, and proactive discussions with the
potential liquidator. There still remains a risk around any
unforeseen outcomes / liabilities associated with the
former subsidiaries (relating to the Company’s period of
ownership). While there are few avenues for mitigation of
such a risk at present, the likelihood has been deemed low
given the robust governance and due diligence with which
these subsidiaries were managed and sold.
Environmental.
Extreme weather events both in the UK and globally are
becoming a more regular occurrence due to climate
change, the impact of the environment on property and
on the wider UK economy is seen as an increasing risk.
Environmental risk was historically considered as part of
each purchase and monitored on an ongoing basis by the
Investment Manager.
Given the nature of the asset, the Company have taken
out Insurance covering physical loss, destruction or
damage (including fire).
Other Risks.
Other risks faced by the Company include the following:
ᶡTax efficiency – following the change in structure of the
(former) Group on 29 November 24, the Company can
no longer qualify for REIT Tax status. As such, there is a
clear risk that the Company can no longer be seen as a
tax efficient investment vehicle for shareholders. In
addition a future delisting may ultimately impact
shareholders invested via tax efficient wrappers such as
ISAs.
ᶡRegulatory – breach of regulatory rules could lead to
the suspension of the Company’s Stock Exchange
Listing, financial penalties or a qualified audit report. As
part of this, the Board also considers the risk of failing to
provide open and relevant level of communication with
shareholders and the market.
ᶡFinancial – inadequate controls by the Investment
Manager or third-party service providers could lead to
misappropriation of assets. Inappropriate accounting
policies or failure to comply with accounting standards
could lead to misreporting or breaches of regulations.
ᶡOperational – failure of the Investment Manager’s
accounting systems or disruption to the Investment
Manager’s business, or that of third-party service
providers, could lead to an inability to provide accurate
reporting and monitoring, leading to loss of shareholder
confidence.
ᶡBusiness continuity – risks to any of the Company’s
service providers or properties, following a catastrophic
event e.g. terrorist attack, cyber-attack, power
disruptions or civil unrest, leading to disruption of service,
loss of data etc.
ᶡCyber – the risk of large-scale network disruption
through various forms such as hacking, malware,
phishing, DDOS, data breach or loss. In addition, Artificial
Intelligence and it's potential use in cyber attacks
The Board seeks to mitigate and manage all risks through
review, policy setting and enforcement of contractual
obligations. It also regularly monitors the investment
environment and where the Company’s cash is invested.
Details of the Company’s internal controls are described in
more detail in the Corporate Governance Report on
pages 17 to 22.
Emerging Risks
The Board continues to monitor emerging risks in
accordance with its risk management framework.
ᶡ
Future of the Company
Following the approval by shareholders in May 2024 to
change the (former) Group’s Investment Policy placing
the Company and its former subsidiaries into a Managed
and Orderly Wind-Down, and the subsequent disposal of
these subsidiaries to GoldenTree Asset Management LP in
November 2024, there now exists a clear risk around the
ultimate liquidation process itself. Once in liquidation, the
Company’s shares will no longer be traded on a stock
exchange, and shareholders will not be able to realise their
investments and will be dependent on the liquidator who
will assume responsibilities over the operational
management of the Company during the liquidation
period. The length of the liquidation itself and timing of
ultimate distributions relating to any residual cash due to
shareholders would be at their discretion.
ᶡ
Economic and Geopolitical
The current economic and geopolitical environment is
unpredictable, and changing rapidly, and this may affect
real estate valuations and/or deter prospective buyers,
API Annual Report & Accounts Year End 31 December 2025
11
increasing the risk relating to the quantum and timing of
the sale of Far Ralia.
ᶡ
Climate
There continues to be a "greenlash" against climate
policies following the Republicans win in the US elections in
2024. This could derail progress against global climate
targets and dampen the demand for carbon offset assets.
Viability Statement
The Company’s sole remaining property asset is the land
at Far Ralia. Other assets comprise an investment in a
money market fund, cash at bank and other net current
assets. The Board has therefore considered whether the
Company could still be considered ‘viable’. As part of this
assessment, the Board has reviewed projected costs (up
to and during a liquidation period) relative to available
resources and over various time periods up to three years.
The Board has also carried out a robust assessment of the
principal and emerging risks faced by the Company, as
detailed on pages 9 to 11.
After review, the Board are confident that the Company
has sufficient resources to be able to meet its liabilities as
they fall due. However, it also acknowledges that the
Company can no longer be considered viable given there
is a clear intention to liquidate the Company and return
surplus cash to shareholders.
Approval of Strategic Report
The Strategic Report comprises the Performance
Summary, Chair’s Statement, Investment Manager’s
Review, Stakeholder Engagement and Strategic
Overview. The Strategic Report was approved by the
Board and signed on its behalf by:
27 April 2026
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2025
12
Board of Directors
Mike Balfour Mike Bane
Chair Board member
Mike Balfour is a UK resident. He is a member of the Institute of
Chartered Accountants of Scotland and was Chief Executive at
Thomas Miller Investment Ltd from 2010 to January 2017. Prior
to this, he was Chief Executive at Glasgow Investment
Managers and Chief Investment Officer at Edinburgh Fund
Managers Limited. Mike has 39 years of investment
management experience and was appointed to the Board on
10 March 2016. He is also Chair of Fidelity China Special
Situations PLC. Mike is also on the board of TPT Retirement
Solutions.
Mike Balfour assumed the responsibilities of the Chair of the
Company on 1 January 2025.
Contribution: During the year, Mike Balfour acted as Chair of the
Company.
Mike Bane is a resident of Guernsey. Mike is a member of the
Institute of Chartered Accountants of England & Wales and
retired as an assurance partner in Ernst & Young LLP (“EY”) in
2018. He has over 35 years’ experience in practice with a focus
on the asset management and real estate industries. He was a
member of EY’s EMEIA Wealth and Asset Management Board
and was responsible for EY’s services to those industries in the
Channel Islands. Mike is Chair of HICL plc. In addition, he is Chair
of The Health Improvement Commission for Guernsey &
Alderney LBG.
Mike Bane assumed the role of Senior Independent Director and
became Chair of the Company's Audit Committee on 1 January
2025.
Contribution: During the year, Mike Bane acted as Chair of the
Audit Committee and as Senior Independent Director.
API Annual Report & Accounts Year End 31 December 2025
13
Directors’ Report
for the year ended 31 December 2025
The Directors of abrdn Property Income Trust Limited ("the
Company") present their annual report and audited
financial statements for the year to 31 December 2025.
Principal Activity and Status
The Company was incorporated in Guernsey on 18
November 2003 under registration number 41352. The
Company is a closed ended investment company
registered under the provisions of The Companies
(Guernsey) Law, 2008 (as amended). On 1 January 2015
the Company migrated its tax residence to the UK and
became a UK REIT. The Company’s ordinary shares are
admitted to trading on the premium segment of the
London Stock Exchange. The Company has complied
with the relevant provisions of, and the requirements set
out in, the United Kingdom’s Financial Conduct Authority’s
Listing Rules throughout the year under review.
At 31 December 2025, the Group consisted of the
Company only; the four subsidiaries which previously
formed part of the Group were disposed of as part of the
transaction with GoldenTree on 29 November 2024.
Following the disposal of the subsidiaries, the Company no
longer qualifies for the REIT regime. The immediate
implication being that it would no longer benefit from the
previous exemption from Corporation Tax; although any
Tax charge would only apply to its financial results from
the date it ceased being classified as a REIT. A further
implication was that the Company must ensure that 100%
of the accumulated income profits of the (former) Group’s
UK property rental business be distributed to shareholders;
while a member of the REIT regime there was a
requirement to distribute at least 90% of this each year –
meaning there was a requirement to distribute the
retained amounts not previously distributed. To address
this, the Company made an initial distribution of 3p per
share to shareholders in January 2025 and a subsequent
balancing distribution of 0.921274p in November 2025.
Results and Dividends
The loss for the year amounted to £3.3 million (2024: Loss
of £42.9 million) in accordance with IFRS
®
Accounting
Standards as adopted by the EU (‘IFRS Accounting
Standards’). This equates to a loss per share of 0.9p (2024:
loss of 11.3p). Cash outflows were £32.0 million (2024:
inflows of £30.0 million) comprised mainly of dividends and
distributions of capital. Income dividends totalled £14.9
million (2024: £15.2 million) of which £11.4m relates to the
previous year. Capital distributions of 3p per share, paid on
13 November 2025 also amounted to £11.4m. At year end
the Company had cash of £4.6 million (2024: £36.7 million).
Share Capital and Voting Rights
At 31 December 2025 there were 406,865,419 ordinary
shares of 1p each in issue, comprising 381,218,977 (2024:
381,218,977) ordinary shares with voting rights and an
additional 25,646,442 (2024: 25,646,442) ordinary shares
held in treasury. During the year, the Company bought
back no (2024: nil) ordinary shares into treasury. There
have been no changes to the ordinary shares in issue, or
held in treasury, since the year end.
Following the disposal of the Company's subsidiaries on 29
November, Redeemable Bonus Shares were issued to
Shareholders on 19 December 2024 and simultaneously
redeemed and cancelled at a redemption price of 52p on
the same day; Shareholders received 1 Redeemable
Bonus Share for each API Share they held. The proceeds
were returned to Shareholders on the 24 December 2024.
A further issue of Redeemable Bonus Shares was made to
Shareholders on 10 November 2025 and simultaneously
redeemed and cancelled at a redemption price of 3p on
the same day, the proceeds for which were returned to
Shareholders on 13 November 2025.
All ordinary shares rank equally for dividends and
distributions and carry one vote each. There are no
restrictions concerning the transfer of ordinary shares in
the Company, no special rights with regard to control
attached to the ordinary shares, no agreements between
holders of ordinary shares regarding their transfer known
to the Company and no agreement which the Company
is party to that affects its control following a takeover bid.
As required by the FCA’s Listing Rules, the Directors will only
issue shares at prices which are not less than the net asset
value of the ordinary shares unless such shares are first
offered on a pre-emptive basis to existing shareholders or
otherwise with the approval of shareholders.
Directors
The Directors of the Company during the year and at the
date of this Report are set out on the next page, including
details of their ownership of ordinary shares in the
Company (audited):
API Annual Report & Accounts Year End 31 December 2025
14
2025 2024
Mike Balfour 250,000 250,000
Mike Bane 66,700 66,700
Substantial Shareholdings
As at 31 December 2025 and 31 March 2026, the following
entities had notified the Company of a holding of 3% or
more of the Company’s issued share capital.
Holdings (%)
31.12.2025 31.03.2026
Staude Capital 10.5 21.9
Interactive Investor 9.2 10.0
Hargreaves Lansdown 8.8 8.4
UBS as principal 8.3 8.3
Goldman Sachs Int. 6.1 N/A*
AJ Bell 4.8 5.4
Ursus Capital 4.0 N/A*
JPMorgan Securities collateral
account
4.0 N/A*
Julius Baer Private Banking 3.7 3.7
Buttermere Capital 3.5 N/A*
Morgan Stanley as principal 3.1 3.0
Decagon Asset Management N/A* 5.5
* Holding under 3%.
External Agencies
The Board has contractually delegated the following
services to external firms:
ᶡThe function of Alternative Investment Fund Manager,
including management of the investment portfolio
(delegated to abrdn Fund Managers Limited, see below)
ᶡCompany secretarial and administration services
(delegated to Northern Trust International Fund
Administration Services (Guernsey) Limited)
ᶡShareholder registration services (Computershare
Investor Services (Guernsey) Limited)
These contracts were entered into after full and proper
consideration by the Directors of the quality and cost of
services offered, including the financial control systems in
operation in so far as they relate to the Company. These
contracts were reviewed regularly by the Management
Engagement Committee whose responsibilities have
been absorbed into the main Board. Key members of staff
from the Investment Manager and Company Secretary
attend Board meetings to brief the Directors on issues
pertinent to the services provided.
Investment Management Agreement
The Company appointed abrdn Fund Managers Limited
(formerly Aberdeen Standard Fund Managers Limited)
(the “Investment Manager”) as its alternative investment
fund manager with effect from 10 December 2018.
Following the passing of an ordinary resolution of
shareholders on 28 May 2024 approving a new investment
policy for the Company implementing a managed wind-
down, a revocation of a previously served termination
notice issued 12 October 2023 was made and the terms of
the Investment Management Agreement were amended
and signed 2 July 2024.
Under the previous terms of the Investment Management
Agreement between the Investment Manager and the
Company (“the Management Agreement”), the
Investment Manager was entitled to an annual fee equal
to 0.60% of gross asset value up to £500 million and 0.50%
of gross asset value over £500 million. With effect from 31
May 2024, the Investment Manager is entitled to an annual
fee of 0.20% of total assets with a minimum fee of £50,000
payable per quarter. In addition, the Investment Manager
is entitled to receive 0.40% of any Gross Disposal Proceeds
received by the Company on disposals on or after 1 June
2024, while they receive £17,500 (excluding VAT) for
ongoing marketing until the Company delists.
The Management Agreement is terminable by either
party on not less than one year’s notice; the Agreement
can be terminated earlier on completion of the winding-
up and liquidation of the Company.
Directors’ Insurance and Indemnities
The Company maintains insurance in respect of Directors’
and Officers’ liabilities in relation to their acts on behalf of
the Company. The Company’s Articles of Association
provide, subject to the provisions of Guernsey law, for the
Company to indemnify Directors in respect of costs which
they may incur relating to the defence of any proceedings
brought against them arising out of their position as
Directors in which judgement is given in their favour or they
are acquitted.
Statement of Directors' Responsibilities
The Directors are responsible for preparing financial
statements for each year which give a true and fair view,
in accordance with applicable Guernsey law and IFRS
Accounting Standards.
The Directors are required to prepare financial
statements for each financial year which give a true and
fair view of the state of affairs of the Company and of the
financial performance and cash flows of the Company for
that period. In preparing those Financial Statements, the
Directors should:
ᶡselect suitable accounting policies in accordance with
IAS 8: Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
API Annual Report & Accounts Year End 31 December 2025
15
ᶡmake judgement and estimates that are reasonable;
ᶡpresent information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
ᶡprovide additional disclosures when compliance with
the specific requirements in IFRS Accounting Standards
are insufficient to enable users to understand the impact
of particular transactions, other events and conditions
on the Company’s financial position and financial
performance;
ᶡstate that the Company has complied with IFRS
Accounting Standards, subject to any material
departures disclosed and explained in the financial
statements; and
ᶡprepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors confirm that they have complied with the
above requirements in preparing the Financial
Statements. As detailed further in note 2.1, the Directors
have deemed it reasonable to prepare the Company
Financial Statements on a basis other than that of a going
concern.
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 to enable them to ensure that the Financial
Statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud, error and
non-compliance with law and regulations.
Corporate Governance
The Directors’ report on Corporate Governance is
detailed on pages 17 to 22 and forms part of the Directors’
Report.
Criminal Finances Act
The Directors are fully committed to complying with all
legislation and appropriate guidelines designed to prevent
tax evasion and the facilitation of tax evasion in the
jurisdictions in which the Company, its service providers
and business partners operate.
Financial Instruments
The financial risk management objectives and policies
arising from financial instruments and the exposure of the
Company to risk are disclosed in note 3 to the financial
statements.
Disclosure of Information to Auditors
In the case of each of the persons that are directors at the
time when the Annual Report is approved, the following
applies:
ᶡso far as they are aware, there is no relevant audit
information of which the Company’s auditors are
unaware; and
ᶡthey have taken all the steps that they ought to have
taken as a director in order to make themselves aware
of any relevant audit information and to establish that
the Company’s auditors are aware of that information.
Going Concern
The Company’s strategy and business model, together
with the factors likely to affect its future development,
performance and position, including principal risks and
uncertainties, are set out in the Strategic Report.
As set out in more detail in the Chair’s Statement on page
4 and Note 2.1 on page 38 of the Financial Statements,
following the results of the Extraordinary General
Meetings held in 2024, the Company was placed into a
Managed Wind-Down with the aim of realising all assets in
its portfolio in an orderly manner. It was intended that the
proceeds of such sales would be utilised to repay
borrowings and make timely returns of capital to
shareholders.
As part of the Managed Wind-Down process, the
Company subsequently completed on the disposal of its
entire investment in abrdn Property Holdings to
GoldenTree Asset Management LP on 29 November 2024.
Following this, Shareholders approved a mechanism for
returning capital; further details of which can be found in
Note 16 on pages 54 to 55.
The Directors have reviewed detailed cash flows and are
satisfied that the Company will have no difficulty in
meeting its liabilities as they fall due over the foreseeable
future given the quantity of cash retained from the initial
and subsequent returns of capital. However, there exists a
clear intention to enter liquidation at some point in the
foreseeable future. As such, the Board have concluded
that it is not appropriate to adopt a Going Concern basis,
and these Financial Statements have been prepared on a
basis other than that of a going concern.
Note 2.1 on page 38 of the Financial Statements includes
further details on the Board’s assessment of going
API Annual Report & Accounts Year End 31 December 2025
16
concern and how this has impacted the presentation of
the Financial Statements themselves.
Independent Auditors
During the year Grant Thornton Limited replaced Deloitte
as auditor on 20 February 2026. A resolution to re-appoint
Grant Thornton Limited as the Company's auditor will be
proposed to the shareholders at the Annual General
Meeting on 10 August 2026.
Annual General Meeting
The notice of the Annual General Meeting, which will be
held this year at 10.00 am on 10 August 2026 at the offices
of Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL,
may be found on pages 67 to 69.
The Board welcomes correspondence from shareholders
in writing to the Company’s registered office (see page
66) or by email to: property.income@aberdeenplc.com
Approved by the Board on 27 April 2026.
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2025
17
Corporate Governance Report
for the year ended 31 December 2025
Introduction
The Board is accountable to the Company’s shareholders
for high standards of corporate governance.
The following describes how the Company has applied
the principles identified in the UK Corporate Governance
Code, as published in January 2024 (the “UK Code” or
“UKCGC”), which is available on the Financial Reporting
Council’s (the “FRC”) website: frc.org.uk and is first
applicable for the Company’s year ended 31 December
2025.
The Board confirms that the Company has complied with
the provisions of the UK Code, except as follows:
ᶡ the Board comprises two non-executive directors; this
reflects the Company’s operating model as an
externally managed investment company which is in
managed wind down. In particular, all of the Company’s
day-to-day management and administrative functions
are outsourced to third parties and, as a result, the
Company has no executive directors, employees or
internal operations (UK Code provision 14) (see “Chair
and Senior Independent Director”);
ᶡthe Board does not meet the targets for diversity set
out in the FCA’s Listing Rules (UK Code provision 23) as a
result of reducing the number of Directors to the
minimum of two, under relevant legislation, thus
minimising fees and fees associated with appointing
new Directors to meet diversity targets (see “Board
Diversity”);
ᶡthe composition of the Audit Committee (UK Code
provision 24): the other Director considers that it is
appropriate for the Chairman of the Board to be a
member of, but not chair, the Audit Committee, due to
the Board’s small size, the lack of any perceived conflict
of interest, and because the other Director believes that
Mike Balfour was independent on appointment and
continues to be independent (see “Audit Committee”);
and
ᶡthe disbanding of the Board committees, other than
the Audit Committee, in January 2025; the Board
considers that the UK Code (UK Code provisions 17 and
32) is no longer relevant given the Company’s pursuit of
a managed wind down, the Board comprising only two
Directors and the focus on simplifying corporate
governance overall by removing the committee
structure (see “Board Committees”)
The Company has therefore not reported further in
respect of the above UK Code provisions.
The Board
Following the disposal of the Company’s subsidiaries on 29
November 2024, the Board undertook a review of the
residual business and requirements for the foreseeable
future. Taking account of the responsibilities which were
required to be discharged and the need to exercise
management of the Company’s ongoing operating costs,
three Directors (including the previous Chair) resigned
from the Board on 31 December 2024.
The Board is now comprised of two Non-Executive
Directors with Mike Balfour as Chair and Mike Bane as
Senior Independent Director and Chair of the Audit
Committee. Biographical details of each Director may be
found on page 12.
Both Directors are considered by the Board to be
independent of the Investment Manager and free of any
relationship which could materially interfere with the
exercise of their independent judgement on issues of
strategy, performance, resources and standards of
conduct. In assessing the independence of the Chair, the
Senior Independent Director took account of the fact that
the Chair has served over nine years as a director.
Matters Reserved for the Board.
The Board sets the Company’s objectives and ensures
that its obligations to its shareholders are met. It has
formally adopted a schedule of matters which are
required to be brought to it for decision, thus ensuring that
it maintains full and effective control over appropriate
strategic, financial, operational and compliance issues.
These matters include:
ᶡthe maintenance of clear investment objectives and
risk management policies;
ᶡthe monitoring of the business activities of the
Company including through review of quarterly
management accounts;
ᶡmonitoring requirements such as approval of the Half-
Yearly Report and Annual Report and financial
statements and approval and recommendation of any
dividends;
ᶡsetting the range of gearing in which the Manager may
operate;
ᶡmajor changes relating to the Company’s structure;
ᶡBoard appointments and removals and the related
terms;
ᶡauthorisation of Directors’ conflicts or possible conflicts
of interest;
ᶡterms of reference and membership of Board
Committees;
API Annual Report & Accounts Year End 31 December 2025
18
ᶡappointment and removal of the Manager and the
terms and conditions of the Management Agreement
relating thereto; and
ᶡLondon Stock Exchange/Financial Conduct Authority
– responsibility for approval of all circulars, listing
particulars and other releases concerning matters
decided by the Board.
Full and timely information is provided to the Board to
enable it to function effectively and to allow the Directors
to discharge their responsibilities. Individual Directors are
entitled to have access to independent professional
advice at the Company’s expense where they deem it
necessary to discharge their responsibilities as Directors.
The Company maintains appropriate Directors and
Officers liability insurance.
The Directors have access to the company secretarial
and administration services of the Company Secretary,
Northern Trust International Administration Services
(Guernsey) Limited, through its appointed
representatives. The Company Secretary is responsible to
the Board for:
ᶡEnsuring that Board procedures are complied with;
ᶡUnder the direction of the Chair, ensuring good
information flows to the Board and its Committees, as
well as facilitating inductions and assisting with
professional developments; and
ᶡLiaising, through the Chair, on all corporate
governance matters.
Management of Conflicts of Interest, Anti-Bribery
Policy and Tax Evasion Policy.
The Board has a procedure in place to deal with a situation
where a Director has a conflict of interest. As part of this
process, the Directors prepare a list of other positions held
and all other conflict situations that may need authorising
either in relation to the Director concerned or their
connected persons. The Board considers each Director’s
situation and decides whether to approve any conflict,
taking into consideration what is in the best interests of the
Company and whether the Director’s ability to act in
accordance with his or her wider duties is affected. Each
Director is required to notify the Company Secretary of
any potential or actual conflict situations which require
authorising by the Board. Any authorisations given by the
Board are reviewed at each Board meeting.
The Board takes a zero-tolerance approach to bribery
and has adopted appropriate procedures designed to
prevent bribery. Aberdeen PLC also takes a zero-
tolerance approach and has its own detailed policy and
procedures in place to prevent bribery and corruption. It is
the Company’s policy to conduct all of its business in an
honest and ethical manner. The Company takes a zero-
tolerance approach to facilitation of tax evasion, whether
under UK law or under the law of any foreign country and
its full policy on tax evasion may be found on its website.
Board Diversity
In the past the Board has recognised the importance of
having a range of skilled, experienced individuals with the
right knowledge represented on the Board in order to
allow it to fulfil its obligations. It also recognised the benefits
and was supportive of, and gave due regard to, the
principle of diversity in its recruitment of new Board
members. The Board took account of the targets set out in
the FCA’s Listing Rules, which are set out on the next page.
The Board has resolved that the Company’s year-end
date is the most appropriate date for disclosure purposes.
The information in the tables on the next page has been
provided by each Director.
With effect from 31 December 2024, the Company no
longer meets the target that at least 40% of Directors are
women, further to the resignations of three Directors on 31
December 2024. The Board considers that two Directors is
the appropriate number of Directors for the Company,
taking account of the responsibilities which require to be
discharged and the need to exercise management of the
Company’s ongoing operating costs. Given the objective
of liquidating the Company the Board does not expect to
undertake a recruitment exercise which would present an
opportunity to address diversity on the Board.
Chair and Senior Independent Director
The Chair is responsible for providing effective leadership
to the Board, demonstrating objective judgement and
promoting a culture of openness and debate. The Chair
facilitates the effective contribution, and encourages
active engagement, by each Director. In conjunction with
the Company Secretary, the Chair ensures that Directors
receive accurate, timely and clear information to assist
them with effective decision-making. The Chair leads the
evaluation of the Board and individual Directors, and acts
upon the results of the evaluation process by recognising
strengths and addressing any weaknesses. The Chair also
engages with major shareholders and ensures that all
Directors understand shareholder views. With effect from
1 January 2025, Mike Balfour was appointed Chair and
Mike Bane was appointed Senior Independent Director.
The Senior Independent Director acts as a sounding board
for the Chair. The Senior Independent Director is also
available to shareholders to discuss any concerns they
may have.
API Annual Report & Accounts Year End 31 December 2025
19
Number of
board members
Percentage of
the board
Number of senior
positions
on the board
(CEO, CFO, Chair and SID)
Number in executive
management
Percentage of
executive
management
Men 2 100% 2
3
N/A
3
N/A
3
Women - -
1
-
3
Not specified/prefer not to say - - -
Number of
board members
Percentage of
the board
Number of senior
positions
on the board
(CEO, CFO, Chair and SID)
Number in executive
management
Percentage of
executive
management
White British or other White
(including minority-white groups)
2 100% 2
3
N/A
3
N/A
3
Mixed/Multiple ethnic groups - -
2
-
3
Asian/Asian British - -
2
-
3
Black/African/Caribbean/Black
British
- -
2
-
3
Other ethnic group - -
2
-
3
Not specified/prefer not to say - - -
1. Does not meet the target that at least 40% of Directors are women as set out in UKLR 6.6.6R (9)(a)(i). As above, the Directors recognise that this does not meet the target however given the direction of
the Company there is a freeze on future Board appointments.
2. Does not meet target that at least one Director is from a minority ethnic background as set out in UKLR 6.6.6R (9)(a)(iii). As above, the Directors recognise that this does not meet the target however given
the direction of the Company there is a freeze on future Board appointments.
3. These columns are not directly applicable as the Company is externally managed and does not have any executive staff, specifically it has neither a CEO nor CFO. The Company considers that the roles of
Chair of the Board, Senior Independent Director and Chair of the Audit Committee are senior board positions.
Board Committees
With effect from 30 January 2025, all Committees, with the
exception of the Audit Committee, were formally
disbanded and their responsibilities were absorbed into
the main Board. These Committees included:
ᶡProperty Valuation Committee – this comprised the full
Board and whose purpose was to review the independent
property valuation reports prior to submission to the
Board. The Chair of this Committee also met with the
independent property valuer at least once a year to
discuss the portfolio in full. Following the sale of the
Company’s subsidiaries (including the entire Investment
Property portfolio excluding the interest in land at Far
Ralia) towards the end of 2024, the scope of
responsibilities was materially reduced. Furthermore, the
valuation of the land at Far Ralia was assessed as a
significant risk in terms of the final distribution to
shareholders. As such the valuation is now considered by
both the Audit Committee and the main Board.
ᶡNomination Committee – this comprised the full Board
and whose purpose was to consider the appointment of
any new Directors, succession planning, committee
composition and conducting annual anonymous
Board/Committee evaluations. Given the objective of
liquidating the Company the Board does not expect to
undertake a recruitment exercise in the future.
Furthermore, given the size of the Board, anonymous
evaluations were deemed impossible and such
evaluations are now expressed openly as part of the main
Board.
ᶡRemuneration Committee – this comprised the full
Board and whose responsibilities included an annual
review of the level of Directors’ fees, ensuring that they
reflected the time commitment and responsibilities of the
role and were fair and comparable with those of similar
companies. Given the objective of liquidating the
Company, the Company was no longer comparable to its
peers. Furthermore, the level of fees are now reviewed by
the main Board as part of their efforts to monitor and
reduce ongoing operating costs. Details of how the Board
have discharged their responsibilities are covered in the
Directors’ Remuneration Report on pages 26 to 28.
ᶡSustainability Committee – this comprised the full Board.
Further information is given on pages 21 to 22.
The Board reviews the performance of, and contractual
arrangements with, the Investment Manager on an annual
basis. The Board considered the appropriateness of the
continuing appointment of the Investment Manager in
view of the performance of the Investment Manager, the
fees payable to the Investment Manager and the notice
period under the Management Agreement.
The Board reviews the level of Directors’ fees, ensuring that
they reflect the time commitment and responsibilities of
the role and are fair and comparable with those of similar
companies.
API Annual Report & Accounts Year End 31 December 2025
20
Performance of the Board, Tenure Policy and Re-
election of Directors at the Annual General Meeting
The table below sets out the Directors’ attendance at
scheduled Board and Committee meetings during the
year-ended 31 December 2025 alongside each Director’s
eligibility to attend.
The Board’s policy on tenure is that continuity and
experience are considered to add significantly to the
strength of the Board. However, in accordance with
corporate governance best practice and the need for
regular refreshment and diversity on the Board, the Board
has historically not expected any of the Company’s
Directors, including the Chair, to serve on the Board longer
than the AGM following their ninth anniversary of
appointment as a Director, except in exceptional
circumstances. As set out in the 2024 Annual Report &
Financial Statements, following the shareholder votes to
place the (former) Group into a managed and orderly
wind-down (and the subsequent disposal of the
Company’s subsidiaries), the Board asked Mike Balfour to
remain and lead the Board as Chair beyond the ninth
anniversary of his appointment. The Board considered
that recruiting a new director would incur additional fees,
and given the future of the Company, may not attract
suitable candidates. Given Mike Balfour’s professional
experience and intimate knowledge of the Company’s
history and operation, it was felt appropriate that he
remain on the Board as Chair until a liquidator is appointed.
Board Audit
Committee
Ad Hoc
B
Mike Balfour
A
5/5 3/3 8/8
Mike Bane 5/5 3/3 5/8
A The Chair of the Board was historically not a member of the
Audit Committee but, with effect from 30 January 2025, attends
meetings as a full member of the Committee.
B Including meetings held to formally approve publications
There are no service contracts in existence between the
Company and any Directors but each of the Directors was
appointed by letter of appointment which sets out the
main terms of his or her appointment. The Directors’
appointment dates are as follows: Mike Balfour, 10 March
2016; Mike Bane, 31 January 2022.
In accordance with the recommendations of the UK Code,
the Board has agreed that all Directors will retire annually
and, if eligible, will seek re-election.
In April 2026, the Board undertook an internal evaluation of
the Chairman, the Senior Independent Director and the
operation of the Board as a whole. Both Directors will retire
and, being eligible, stand for re-election at the
forthcoming Annual General Meeting. The Board has
reviewed the skills and experience of Mike Balfour and
Mike Bane, as described in their individual biographies on
page 12 and believes that, after evaluating the outcome of
the Board’s internal evaluation, each contributes to the
managed wind-down of the Company. The Board has no
hesitation in recommending their individual re-election to
shareholders
Audit Committee
The Audit Committee, chaired by Mike Bane throughout
the year, comprises both directors, and met three times
during the year. The terms of reference of the Audit
Committee may be found on the Company’s website. The
Audit Committee‘s report is included on pages 23 to 25.
Internal Controls
The Board is ultimately responsible for the Company’s
system of internal controls and risk management and for
reviewing its effectiveness. The Board confirms that there
is an ongoing process for identifying, evaluating and
managing the significant risks faced by the Company in
accordance with the Financial Reporting Council
publication – Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting (‘the
FRC Guidance’).
This process has been in place for the year under review
and up to the date of approval of this Annual Report and
Financial Statements and is regularly reviewed by the
Board and accords with the FRC Guidance.
The process is based principally on a risk-based approach
to internal control whereby a risk matrix is created that
identifies the key functions carried out by the Board, the
Investment Manager and the other service providers, the
individual activities undertaken within those functions, the
risk associated with each activity and the controls
employed to minimise those risks. A risk rating is then
applied. The risk matrix is regularly updated, and the Board
is provided with regular reports highlighting any material
changes to risk ratings and confirming action which has
been, or is being, taken.
Twice a year the Board, via the Audit Committee, carries
out an assessment of internal controls by considering the
risk matrix and documentation from the Investment
Manager and the Company Secretary, including reports
from their internal audit and compliance functions.
The Board has reviewed the effectiveness of the
Investment Manager’s system of internal control including
its annual internal controls report prepared in accordance
with the International Auditing and Assurance Standards
API Annual Report & Accounts Year End 31 December 2025
21
Board’s International Standard on Assurances
Engagements (“ISAE”) 3402, “Assurance Reports on
Controls at a Service Organisation”. This report sets out the
Investment Manager’s internal control policies and
procedures with respect to the management of their
clients’ assets and contains a report from independent
external auditors.
At each Board meeting, the Board monitors the
performance of the Company in comparison to its stated
objective. The Board also reviews the Company’s activities
since the last Board meeting to ensure that the Investment
Manager adheres to the agreed investment policy and
guidelines and, if necessary, approves changes to such
policy and guidelines. In addition, at each Board meeting,
the Board receives reports from the Company Secretary
in respect of compliance matters and duties performed
on behalf of the Company.
The Board has adopted appropriate procedures designed
to prevent bribery, including regular reviews of the anti-
bribery policies of its suppliers. The Board has also
reviewed a statement from the Investment Manager
detailing arrangements in place whereby the Investment
Manager’s staff may, in confidence, escalate concerns
about possible improprieties in matters of financial
reporting or other matters.
The (former) Group entered into arrangements to comply
with AIFMD in 2014. The Company appointed Standard
Life Investments (Corporate Funds) Limited as its AIFM,
which was replaced by Aberdeen Standard Fund
Managers Limited on 10 December 2018 (subsequently
renamed abrdn Fund Managers Limited on 1 August
2022), and Citibank UK Limited as its Depositary. The
Depositary’s responsibilities include cash monitoring, safe-
keeping of any financial instruments held by the Company
and monitoring the Company’s compliance with
investment limits and leverage requirements. The AIFM
has a permanent risk management function to ensure
that effective risk management policies and procedures
are in place to monitor compliance with risk limits. The
AIFM has a risk policy which covers the risks associated
with the management of the portfolio and the adequacy
and appropriateness of this policy is reviewed at least
annually by the AIFM. The AIFM presents a report to the
Board, via the Audit Committee, on a six-monthly basis
confirming its compliance with AIFMD in relation to the
Company.
Relations with Shareholders
As set out in the Stakeholder Engagement Section, the
Board welcomes correspondence from shareholders,
addressed to the Company’s registered office or by email
to property.income@aberdeenplc.com. This year’s AGM is
being held at 10.00am on 10 August 2026 at the offices of
Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL.
To promote a clear understanding of the Company, its
objectives and financial results, the Board aims to ensure
that information relating to the Company is disclosed in a
timely manner and once published, the interim report and
annual report are available on the Company’s website
which can be found at: www.abrdnpit.co.uk
The Chair and the Investment Manager continue to offer
individual meetings to the largest institutional and private
client manager shareholders and they report back to the
Board on these meetings.
Sustainability
The Company’s conviction was that ESG was
fundamental to achieving its investment objectives. ESG
was therefore fully integrated into the Company’s
investment process and behaviour – leveraging the
Investment Manager’s advanced and comprehensive
framework of process, oversight and knowledge. ESG was
not considered in isolation but was seen as an opportunity
for driving performance with ESG initiatives planned to
maximise the return on investment.
Following the shareholder vote on 28 May 2024, the
Company’s focus changed. ESG initiatives were
suspended and future ESG projects were assessed on a
case-by-case basis if required as part of the targeted
disposal process.
Historically, the Company had established a dedicated
Sustainability Committee whose purpose was to seek to
understand the views of key stakeholders of the Company
on ESG matters and took responsibility for the Company’s
TCFD reporting, oversight of the Manager’s ESG and
climate approach, and setting and monitoring the
Company’s ESG strategy and Carbon Net-Zero pathway.
Disclosures in relation to Streamlined energy and Carbon
Reporting (SECR) and Taskforce for Climate-Related
Financial Disclosures (TCFD) are included on pages 60 to
61.
The Company remains cognisant that extreme weather
events as a result of climate change are becoming more
common and that there is an increased need of managing
carbon emissions and improving energy efficiencies. The
Company remains fully supportive of the aims of achieving
Net Zero Carbon.
API Annual Report & Accounts Year End 31 December 2025
22
The Company’s Net Zero commitments were as follows:
ᶡ 2030: achieve Net Zero Carbon across all portfolio
landlord emissions (Scope 1 & 2 - emissions that
directly result from the landlord’s activities where there
is operational control, either through the purchase or
consumption of energy or refrigerant losses)
ᶡ 2050: achieve Net Zero Carbon across all portfolio
emissions (Scope 1, 2 & 3 – emissions that occur in our
supply chains and downstream leased assets (tenant
spaces) over which we have a degree of influence but
limited control).
Accountability and Audit
The Statement of Directors’ Responsibilities in respect of
the Financial Statements is on page 29 and the Statement
of Going Concern is included in the Directors’ Report on
pages 13 to 16 and the Viability Statement can be found
on page 11. The Independent Auditor’s Report is on pages
30 to 33.
Approved by the Board on
27 April 2026
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2025
23
Audit Committee Report
for the year ended 31 December 2025
Composition of Audit Committee
Throughout the period, the Audit Committee comprised
the full Board, including the Chair of the Board, all of whom
were independent. Both members of the Committee are
Chartered Accountants and are deemed to have recent
relevant financial experience.
Role of the Audit Committee
The main responsibilities of the Audit Committee are:
ᶡMonitoring the integrity of the financial statements of
the Company and any public announcements relating
to the Company’s financial performance and reviewing
significant reporting judgements contained in them;
ᶡReviewing the annual Going Concern assessment and
Viability Statement.
ᶡReviewing the effectiveness of the Company’s internal
financial controls and risk management systems and
bringing material issues to the attention of the Board;
ᶡWhistleblowing and oversight – reviewing an annual
statement from the Investment Manager detailing the
arrangements whereby the Investment Manager’s staff
may, in confidence, escalate concerns about possible
improprieties in relation to financial reporting or other
matters;
ᶡTo consider annually whether there is a need for the
Company to have its own internal audit function;
ᶡMaking recommendations to the Board, for it to put to
shareholders for their approval at a general meeting, in
relation to the appointment of the external auditor, and
to approve the remuneration and terms of engagement
of the external auditor;
ᶡReviewing the external auditor’s independence and
objectivity and the effectiveness of the audit process,
taking into consideration relevant professional and
regulatory requirements;
ᶡMaking recommendations to the Board in relation to
the engagement of the external auditor to supply non-
audit services, taking into account ethical guidance
regarding the provision of non-audit services by the
external audit firm;
ᶡWhere requested by the Board, providing advice on
whether the annual report and financial statements,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Company’s position and
performance, business model and strategy.
The Audit Committee reports to the Board on its findings,
identifying any matters in respect of which the Audit
Committee considers that action or improvement is
needed and making recommendations as to the steps to
be taken.
Review of Significant Issues and Risks
In planning its work, and reviewing the audit plan with the
Auditor, the Audit Committee takes account of the most
significant issues and risks, both operational and financial,
likely to impact on the Company’s financial statements.
The valuation of the land at Far Ralia is the most significant
risk. It was valued at the year-end by Knight Frank,
independent international real estate consultants. The
valuation was prepared in accordance with the RICS
Valuation – Professional Standards, published by the Royal
Institution of Chartered Surveyors, and was reviewed by
the Audit Committee.
Full details of the valuation methodology are contained in
note 8 to the Financial Statements.
The Company is now in wind down and the Committee
considers that it is appropriate to prepare the financial
statements on a basis other than that of a going concern.
Accordingly, the Company’s assets have been written
down to their recoverable amount at the Balance Sheet
date and net estimated costs of sale have been provided
for. The Committee has assessed cashflow and other
forecasts prepared by the Investment Manager and is
satisfied that the Company will be able to meet its liabilities
as they fall due. Sufficient cash has been retained to
enable the Company to operate until the property at Far
Ralia has been sold, and the Company can be placed into
formal liquidation. The Committee has considered
whether it would be appropriate for the Financial
Statements to be prepared on a breakup basis but has
concluded that it would not. Therefore, no provision has
been made for future operating expenses.
The Company’s assessment of going concern is provided
in full in Note 2.1 on page 38 of the Financial Statements.
API Annual Report & Accounts Year End 31 December 2025
24
Audit Committee Evaluation
The activities of the Audit Committee were considered as
part of the Board appraisal process completed in
accordance with standard governance arrangements as
noted on page 20. A full evaluation was undertaken on the
effectiveness, roles and responsibilities of the Audit
Committee in accordance with the Financial Reporting
Council’s current guidance. The evaluation found that the
Audit Committee functioned well with the right balance of
membership and skills.
Review of Activities
The Audit Committee met three times during the year
under review, in January, March, and December 2025.
Following the year end, the Audit Committee met in April
2026.
Twice a year, the Audit Committee reviews the
Company’s compliance with the UK Code on Corporate
Governance and carries out a detailed assessment of the
Company’s internal controls, including review of:
ᶡthe Company’s risk framework, including its risk
appetite statement and full risk matrix, enabling the on-
going identification, evaluation and management of the
significant risks facing the Company;
ᶡthe Investment Manager’s risk management and
internal controls;
ᶡthe anti-bribery policy of the Company, and its service
providers;
ᶡthe Investment Manager’s arrangements for staff to
escalate concerns, in confidence, of possible
improprieties; and
ᶡReviewing the performance of the auditor
(March/April meeting only).
At each March/April meeting, the Audit Committee
reviews the Annual Report and Financial Statements and
receives the external auditor’s audit findings report. The
external auditor is in attendance at this meeting. Following
its review, the Audit Committee provides advice to the
Board on whether the Annual Report and Financial
Statements, taken as a whole, is fair, balanced, and
understandable and provides the information necessary
for shareholders to assess the Company’s position and
performance, business model, viability and strategy.
At each March/April and August meeting the Audit
Committee reviews the compliance of the Investment
Manager, as AIFM, and the depositary, in relation to their
obligations under AIFMD in respect of the Company.
At each August meeting, the Audit Committee reviews the
Interim Report and Financial Statements.
The Audit Committee would typically meet with the
external auditor prior to the year-end to review the audit
plan and identify significant risks and audit responses to
those risks. Given concerns over the perceived value for
money with the pre-existing audit arrangements, the
Audit Committee deferred this meeting until the new year
and covered such discussions as part of the tendering
exercise in appointing a new auditor.
Internal Auditor
The Board has considered the need for an internal audit
function but, because the Company is externally
managed, the Board has decided to place reliance on the
Manager’s risk management/internal controls systems
and internal audit procedures.
External Audit Process
There are no contractual obligations which restrict the
Audit Committee’s choice of external auditor. The
Company’s external auditor is Grant Thornton Limited,
who were appointed as Auditor for the year ended 31
December 2025. Listed companies are required to tender
their external audit at least every ten years and to change
auditor at least every twenty years. The Committee had
last undertaken an audit tender in 2018 when Deloitte LLP
were appointed as auditor in respect of the financial years
ended on or after 31 December 2019. The appointment of
Grant Thornton Limited was after careful consideration of
other candidates, including experience with similar assets
to Far Ralia. In addition, the proposed audit fee (as detailed
in Note 4d) offered a considerable saving to Shareholders
when compared to the audit fee for 2024 and what was
initially proposed by the incumbent for this year.
Shareholders will be asked to approve the re-
appointment of Grant Thornton as the Company’s auditor
at the AGM in August 2026.
In accordance with regulatory requirements Grant
Thornton will rotate the audit partner responsible for the
audit every five years. The audit partner for the Company
is Wynand Pretorius who is in his first year of involvement in
the audit.
The Audit Committee reviews the provision of non-audit
services by the external auditor. All non-audit work to be
carried out by the external auditor has to be approved in
advance by the Audit Committee, to ensure such services
are not a threat to the independence and objectivity of the
conduct of the audit. During the year ended 31 December
2025, Grant Thornton received no fees in relation to non-
API Annual Report & Accounts Year End 31 December 2025
25
audit services. The Committee is cognisant of audit fee
levels and will keep these under review to ensure Grant
Thornton continues to offer value for money for
shareholders.
At least once a year, the Audit Committee has the
opportunity to discuss any aspect of the auditor’s work
with the auditor in the absence of the Investment
Manager. The Audit Committee reviews the performance,
effectiveness, value for money and general relationship
with the external auditor each year. This review takes into
consideration the standing, skills and experience of the
audit firm and the audit team. In addition, on an annual
basis, the Audit Committee reviews the independence
and objectivity of the external auditor through the
completion of a questionnaire which scores the auditor on
various aspects of their performance.
Overall, the Committee believes the external audit
process is effective.
Auditor
On the recommendation of the Audit Committee, it is the
Board’s intention to propose, at the Annual General
Meeting on 10 August 2026, that shareholders approve the
reappointment of Grant Thornton as the Company’s
auditors and approve the Board to authorise the Auditors’
remuneration as resolutions 4 and 5, respectively.
Approved by the Board on
27 April 2026
Mike Bane
Audit Committee Chair
API Annual Report & Accounts Year End 31 December 2025
26
Directors’ Remuneration Report
For the year ended 31 December 2025
Remuneration Committee
The Board has prepared this Directors’ Remuneration
Report which consists of two parts: a Remuneration Policy
and an annual Implementation Report. The Remuneration
Policy is subject to a shareholder vote every three years –
most recently voted on at the AGM on 11 August 2025
where the proxy votes on the relevant resolution were: For
– 64,724,113 votes (90.8%); Against – 6,204,578 votes
(8.7%); and Withheld votes – 376,103 (0.5%). The
Remuneration Policy will next be put to a shareholder vote
at the AGM in 2028. The annual Implementation Report is
subject to an advisory vote by shareholders.
The law requires the Company’s auditor to audit certain of
the disclosures provided in this report. Where disclosures
have been audited, they are indicated as such. The
independent auditor’s opinion is included on pages 30 to
33.
The fact that the Remuneration Policy is subject to a
shareholder vote at least every three years does not imply
any change on the part of the Company. The principles
remain the same as for previous years. There have been
no changes to the Directors’ Remuneration Policy during
the period of this Report.
Remuneration Policy
This part of the Remuneration Report provides details of
the Company’s Remuneration Policy for its Directors,
which takes into consideration corporate governance
principles. No shareholder views were sought in setting the
Remuneration Policy although any comments received
from shareholders are considered on an ongoing basis.
The Directors are non-executive and it is the Board’s policy
that the remuneration of Directors be reviewed annually,
although such review may not necessarily result in any
change. The annual review should ensure remuneration
reflects Directors’ duties and responsibilities, expected
and actual time commitment, the level of skills and
experience required and the need for Directors to
maintain on an ongoing basis an appropriate level of
knowledge of regulatory and compliance requirements in
an industry environment of increasing complexity.
The level of fees should be sufficient to attract and retain
the high calibre of Directors needed to oversee the
Company properly and to reflect its specific
circumstances.
Appointment.
ᶡThe Company only intends to appoint non-executive
Directors.
ᶡAll the Directors are non-executive and are appointed
under the terms of letters of appointment.
ᶡDirectors must retire and be subject to re-election at
the first AGM after their appointment; the Company has
also determined that every Director will stand for re-
election at each AGM.
ᶡNew appointments to the Board will be placed on the
fee applicable to all Directors at the time of appointment.
ᶡNo incentive or introductory fees will be paid to
encourage a directorship.
ᶡDirectors are not eligible for bonuses, pension benefits,
share options, long term incentive schemes or other
benefits.
ᶡThe Company indemnifies its Directors for all costs,
charges, and losses together with certain expenses and
liabilities which may be incurred in the discharge of
duties, as a Director of the Company.
Performance, Service Contracts, Compensation
and Loss of Offices.
ᶡThe Directors’ remuneration is not subject to any
performance-related fee.
ᶡNo Director has a service contract.
ᶡNo Director was interested in contracts with the
Company during the period or subsequently.
ᶡThe terms of appointment provide that a Director may
be removed without notice, there are no set notice
periods and no compensation will be due upon leaving
office.
ᶡNo Director is entitled to any other monetary payment
or to any assets of the Company.
ᶡNo Director will stand for re-election as a Director of
the Company later than the Annual General Meeting
following the ninth anniversary of their appointment to
the Board unless in relation to exceptional
circumstances.
Directors’ & Officers’ liability insurance cover is maintained
by the Company on behalf of the Directors.
API Annual Report & Accounts Year End 31 December 2025
27
Articles Limit on Directors’ Fees.
The Company’s Articles of Association limit to £350,000
the aggregate annual fees payable to Directors. The limit
can be amended by shareholder resolution from time to
time and was last increased at the Annual General
Meeting in 2020.
Implementation Report
Directors’ Fees.
The level of fees for the next year, the year under review
and the preceding year are set out in the table below.
There are no further fees to disclose as the Company has
no employees, Chief Executive or Executive Directors.
2026 £** 2025 £ 2024 £
Chair 51,000 57,000 55,000
Chair of Audit Committee * 45,000 50,000 46,000
Senior Independent Director - - 42,500
Director - - 40,000
*From 1 January 2025, the role of Chair of Audit Committee and
Senior Independent Director is shared by the same individual.
** From 1 April 2026 onwards
The Board carried out a review of Directors’ annual fees
during April 2026 and as noted in the Chair’s Statement,
the Board have taken the decision to reduce their annual
Directors fees by 10% from 1 April 2026 (these are to be
£51,000 and £45,000 for the Chair and Chair of the Audit
Committee respectively).
As reported in the Company’s 2023 and 2024 Annual
Report & Financial Statements, given the significantly
increased time spent on the Company’s affairs due to the
Strategic Review, it was agreed that each Director should
receive a one-off fee of £20,000 with the Chair receiving
£30,000 to partially reflect the additional work performed.
As detailed below, this was paid in 2024.
The Directors who served during the year received
remuneration as shown in the table below.
2025 2024 %
change £ £
Mike Balfour 57,000 46,000 23.9%
Mike Bane 50,000 40,000 25.0%
James Clifton-Brown n/a 55,000 n/a
Jill May n/a 42,500 n/a
Sarah Slater
n/a 40,000 n/a
One-off fee
n/a 110,000 n/a
Employers’ national
insurance contribution
14,251 41,746
121,251 375,246 (67.7%)
Directors’ expenses 145 14,511
121,396 389,757
(
68.9%
)
Relative Company performance over 10 years
API Annual Report & Accounts Year End 31 December 2025
28
The table below indicates the expenditure during the year
in relation to Directors’ remuneration and shareholder
distributions.
2025 2024
£ £
Aggregate Directors’
Remuneration
121,396 389,757
Aggregate shareholder
distributions*
14,948,640 15,248,759
* Excluding Capital distributions
Company performance
The Board is responsible for the Company’s investment
strategy and performance, although the management of
the Company’s investment portfolio is delegated to the
Investment Manager through the Investment
Management Agreement, as referred to in the Corporate
Governance Report on page 17.
Statement of Proxy Voting at Annual General
Meeting
At the Company’s last Annual General Meeting, held on 11
August 2025, shareholders approved the Directors’
Remuneration Report (other than the Directors’
Remuneration Policy) in respect of the year ended 31
December 2024 and the proxy votes received on the
relevant resolution were: For – 64,873,503 (91.0%); Against
– 6,137,993 votes (8.6%); and Withheld votes – 293,298
(0.4%).
Directors’ Shareholdings
The Directors’ interests in the Company’s ordinary shares
are shown in the Directors’ Report on page 14.
An ordinary resolution for the approval of the Directors’
Remuneration Report will be put to shareholders at the
Annual General Meeting on 10 August 2026.
Approved by the Board on
27 April 2026
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2025
29
Statement of Directors’ Responsibilities
for the year ended 31 December 2025
The Directors are responsible for preparing the Annual
Report and the Company Financial Statements for each
year which give a true and fair view, in accordance with
the applicable Guernsey law and IFRS Accounting
Standards.
In preparing those Financial Statements, the Directors are
required to:
ᶡSelect suitable accounting policies in accordance with
IAS 8: Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
ᶡMake judgements and estimates that are reasonable
and prudent;
ᶡPresent information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
ᶡProvide additional disclosures when compliance with
the specific requirements in IFRS Accounting Standards
are insufficient to enable users to understand the impact
of particular transactions, other events and conditions
on the Company’s financial position and financial
performance;
ᶡState that the Company has complied with IFRS
Accounting Standards, subject to any material
departures disclosed and explained in the Company’s
Financial Statements; and
ᶡPrepare the Company Financial Statements on a
going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors confirm that they have complied with the
above requirements in preparing the Financial
Statements. As detailed further in note 2.1, the Directors
have deemed it appropriate to prepare the Financial
Statements on a basis other than that of a going concern.
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 to enable them to ensure that the Financial
Statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud, error and
non-compliance with law and regulations.
The maintenance and integrity of the Company’s website
is the responsibility of the Directors through its Investment
Manager; the work carried out by the auditors does not
involve considerations of these matters and, accordingly,
the auditors accept no responsibility for any change that
may have occurred to the Financial Statements since they
were initially presented on the website. Legislation in
Guernsey governing the preparation and dissemination of
the financial statements may differ from legislation in
other jurisdictions.
Responsibility Statement of the Directors in respect
of the Annual Report under the Disclosure and
Transparency Rules.
The Directors each confirm to the best of their knowledge
that:
ᶡThe Financial Statements, prepared in accordance
with IFRS Accounting Standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
ᶡThe management report, which is incorporated into
the Strategic Report, Directors’ Report and Investment
Manager’s Review, includes a fair review of the
development and performance of the business and the
position of the Company, together with a description of
the principal risks and uncertainties that they face.
Statement under the UK Corporate Governance
Code.
The Directors each confirm to the best of their knowledge
and belief that the Annual Report and Financial
Statements taken as a whole are fair, balanced and
understandable and provide the information necessary to
assess the Company’s position and performance,
business model and strategy.
Approved by the Board on
27 April 2026
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2025
30
Independent auditor’s report to the members of abrdn Property Income Trust
Limited
Report on the audit of the financial statements
Opinion
We have audited the financial statements of abrdn
Property Income Trust (the “Company”) for year ended 31
December 2025, which comprise the statement of
comprehensive income, statement of financial position,
statement of changes in equity, the statement of cashflow
for the year then ended, and Notes to the financial
statements, including material accounting policy
information.
In our opinion, the financial statements:
ᶡ give a true and fair view of the financial position of the
Company as at 31 December 2025, and of its financial
performance and its cashflows for the year then ended;
ᶡ are in accordance with IFRS Accounting Standards as
adopted by the European Union (EU); and
ᶡ comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (ISAs) and applicable law. Our
responsibilities under those standards are further
described in the ‘Auditor’s responsibilities for the audit of
the financial statements’ section of our report. We are
independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in Guernsey, as required by the
Crown Dependencies’ Audit Rules and Guidance. 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.
Emphasis of Matter – basis of preparation of the
financial statements
We draw attention to note 2 of the financial statements,
which describes the basis of the preparation of the
financial statements. As described in the note, the
Directors deem it appropriate to adopt a basis other than
going concern in preparing the financial statements given
they intend to realise the asset held by the Company and
distribute the proceeds to investors based on an orderly
wind-down strategy and place the Company in liquidation
thereafter.
Our opinion is not modified in respect of this matter.
Other matter – prior period audited financial
statements
The financial statements of the Company for the year
ended 31 December 2024, were audited by another
auditor who expressed an unmodified opinion on those
statements on 30 April 2025.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the financial statements of the current period.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters
The key audit matter How the matter was addressed in our audit
Valuation of land held for sale (2025: £6.48m, and 2024:
£9.83)
As at the year ended 31 December 2025, the Company
had one remaining asset classified as land held for sale,
which represents 53% (2024: 32%) of the Company’s net
asset value. The land held for sale is measured at fair value
less costs to sell using different valuation techniques, as
described in Notes 2.2 and 8, to the financial statements.
In responding to the key audit matter, we performed the
following audit procedures
ᶡWe obtained understanding of the business processes,
policies and methodologies, and controls concerning the
valuation of assets held for sale and confirmed our
understanding by performing walkthrough tests of the design
and implementation of key controls.
ᶡWe assessed the independence, capabilities and objectivity
of the Company’ valuation expert.
API Annual Report & Accounts Year End 31 December 2025
31
The key audit matter How the matter was addressed in our audit
We identified valuation of land held for sale as one of the
most significant assessed risks of material misstatement
due to this being measured using inputs that are not based
on observable market data which are subject to
subjectivity, estimation uncertainty and the possibility of
management override of controls.
The fair value less costs to sell of land held for sale might
be misstated due to application of inappropriate
methodologies or inputs to the valuations and/or
inappropriate judgemental factors.
The valuation of the Company’s land involves the use of
significant estimates and judgements giving rise to a
higher risk of misstatement requiring significant audit
attention.
Refer to the Audit Committee Report (pages 30-33);
Accounting policies in pages 38-43, and Note 8, [Land], to
the Financial Statements.
ᶡWe obtained and inspected the independent valuation
report prepared by the Company’s valuation expert and the
supporting discounted cashflow model. We assessed whether
the DCF methodology used to estimate the value of the land is
consistent with methods usually used by market participants
for similar types of instruments.
ᶡWe agreed significant valuation inputs to independent
sources specifically:
- We reviewed publicly available evidence on IRR
benchmarks for UK woodland carbon investments to
assess whether the applied IRR is within a reasonable
range.
- We assessed the reasonableness of the carbon prices
against the Woodland Carbon Code published average
WCC PIU price.
- We challenged the valuer on the basis for the carbon
starting price and reviewed the carbon price growth
assumptions.
- We agreed the grant incomes used in the forecasts to the
corresponding approved Forestry Grant Scheme
applications.
- We recalculated the 100-year period EBITDA for
accuracy and assessed whether the data used is
appropriate and relevant.
ᶡWe evaluated whether fair value disclosure in the financial
statements is appropriate, complete and in accordance with
IFRS 13 ‘Fair Value Measurement’.
Our results
We have not identified any material matters to report to
those charged with governance in relation to the fair value
measurement of land held for sale.
Other information in the Annual Report
The directors are responsible for the other information.
The other information comprises the information included
in the Annual Report and Audited financial statements but
does not include the financial statements and our auditor’s
report thereon.
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.
In connection with our audit of the financial statements,
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 audit or otherwise appears to
be materially misstated. 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.
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’
Responsibilities set out on page 29, the Directors are
responsible for the preparation of the financial statements
which give a true and fair view in accordance with IFRS
Accounting Standards as adopted by the European Union
(EU), 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
API Annual Report & Accounts Year End 31 December 2025
32
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.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs 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.
As part of an audit in accordance with ISAs, we exercise
professional judgment and maintain professional
scepticism throughout the audit. We also:
ᶡIdentify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
ᶡObtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Company’s internal control.
ᶡEvaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the Directors.
ᶡConclude on the appropriateness of the Directors’ use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on Company’s ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the
Company to cease to continue as a going concern.
ᶡEvaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.
We communicate with the directors regarding, among
other matters, the planned scope and timing of the audit
and significant audit findings, including any significant
deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we
have complied with relevant ethical requirements
regarding independence, and to communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where
applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with the directors, we
determine those matters that were of most significance in
the audit of the financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.
Use of our report
This report is made solely to the Company’s members, as
a body, in accordance with section 262 of the Companies
(Guernsey) Law, 2008. 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 auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters in relation to which the Companies (Guernsey)
Law, 2008 requires us to report to you if, in our opinion:
ᶡproper accounting records have not been kept by the
Company; or
API Annual Report & Accounts Year End 31 December 2025
33
ᶡthe Company’s financial statements are not in
agreement with the accounting records; or
ᶡwe have not obtained all the information and
explanations, which to the best of our knowledge and
belief, are necessary for the purposes of our audit.
Wynand Pretorius
For and on behalf of Grant Thornton Limited
Chartered Accountants
St Peter Port, Guernsey
27 April 2026
API Annual Report & Accounts Year End 31 December 2025
34
Statement of Comprehensive Income
for the year ended 31 December 2025
12 Months to 12 Months to
31 Dec 2025 31 Dec 2024
Notes £ £
Rental income
- 24,070,912
Service charge income 4 - 4,899,881
Service charge expenditure
4 -
(
5,937,817
)
Net Rental Income
- 23,032,976
Administrative and other expenses
Investment management fee
4 (200,000) (1,399,114)
Other direct property operating expenses
4
(
5,525
)
(
2,447,020
)
Net impairment gain on trade receivables
4 -
(
110,725
)
Fees associated with strategic review and aborted merger
4 - (2,800,223)
Fees associated with managed wind-down and portfolio disposal
4 -
(
399,197
)
Other administration expenses
4
(
746,191
)
(
1,505,185
)
Total administrative and other expenses
(
951,716
)
(
8,661,464
)
Operating (loss)/profit before changes in fair value of investment
properties
(951,716) 14,371,512
Valuation (loss)/gain from land 8 (3,668,810) 475,876
Estimated costs arising from future disposal of land
(
109,750
)
(
165,000
)
Loss on disposal of subsidiaries
10 -
(
48,152,578
)
Adjustment to loss on disposal of subsidiaries
10 633,617 -
Loss on disposal of investment properties
7 -
(
2,063,652
)
Operating loss
(
4,096,659
)
(
35,533,842
)
Finance income 5 768,187 649,889
Finance costs
5 - (7,955,137)
Loss for the year before taxation
(
3,328,472
)
(
42,839,090
)
Taxation
Tax credit/
(
charge
)
6 55,110
(
55,110
)
Loss for the year, net of tax
(
3,273,362
)
(
42,894,200
)
Other comprehensive income
Movement in fair value on interest rate cap
15 - 98,784
Total other comprehensive gain
- 98,784
Total comprehensive loss for the year, net of tax
(
3,273,362
)
(
42,795,416
)
Loss per share
2025
(
p
)
2024
(
p
)
Basic and diluted loss per share
18
(
0.9
)
(
11.3
)
All items in the above Statement of Comprehensive Income derive from discontinuing operations.
The notes on pages 38 to 58 are an integral part of these Financial Statements.
API Annual Report & Accounts Year End 31 December 2025
35
Statement of Financial Position
as at 31 December 2025
31 Dec 25 31 Dec 24
Assets
Notes £ £
Current assets
Land held for sale 8, 9 6,475,250 9,835,000
Trade and other receivables - net
11 1,801,883 2,171,092
Cash and cash equivalents
12 4,617,554 36,655,166
12,894,687 48,661,258
Total assets 12,894,687 48,661,258
Liabilities
Current liabilities
Trade and other payables 13 752,858 6,860,858
Distributions payable
19 - 11,436,569
752,858 18,297,427
Total liabilities 752,858 18,297,427
Net assets 12,141,829 30,363,831
Equity
Capital and reserves attributable to Company’s equity holders
Share capital 16 228,383,857 228,383,857
Treasury share reserve
16
(
18,400,876
)
(
18,400,876
)
Redeemable Bonus Share issue
16
(
209,670,437
)
(
198,233,868
)
Retained Earnings
17 - -
Capital reserves
17 (52,057,450) (49,022,257)
Other distributable reserves
17 63,886,735 67,636,975
Total equity
12,141,829 30,363,831
2025
(
p
)
2024
(
p
)
NAV per share
20 3.2 8.0
The accounts on pages 34 to 58 were approved and authorised for issue by the Board of Directors on 27 April 2026 and
signed on its behalf by
Mike Balfour
Chair
The notes on pages 38 to 58 are an integral part of these Financial Statements.
API Annual Report & Accounts Year End 31 December 2025
36
Statement of Changes in Equity
for the year ended 31 December 2025
Notes Share capital Treasury
Shares
Redeemable
Bonus Shares
Retained
earnings
Capital
reserves
Other
distributable
reserves
Total equity
£ £ £ £ £ £ £
Opening balance 1 January
2025
228,383,857 (18,400,876) (198,233,868) - (49,022,257) 67,636,975 30,363,831
Loss for the year - - - (3,273,362) - - (3,273,362)
Total comprehensive loss for
the year
- - - (3,273,362) - - (3,273,362)
Redeemable Bonus Shares 16 - - (11,436,569) - - - (11,436,569)
Dividends paid in respect of
the year
19 - - - (3,512,071) - - (3,512,071)
Valuation loss from land
8 - - - 3,668,810 (3,668,810) - -
Reclassified from Other
distributable reserves
- - - 3,750,240 - (3,750,240) -
Adjustment to loss on disposal
of subsidiaries
- - - (633,617) 633,617 - -
Balance at 31 December 2025
228,383,857
(
18,400,876
)
(
209,670,437
)
-
(
52,057,450
)
63,886,735 12,141,829
for the year ended 31 December 2024
Notes Share capital Treasury
Shares
Redeemable
Bonus Shares
Retained
earnings
Capital
reserves
Other
distributable
reserves
Total equity
£ £ £ £ £ £ £
Opening balance 1 January
2024
228,383,857 (18,400,876) - - (9,660,578) 97,756,040 298,078,443
Loss for the year - - - (42,894,200) - - (42,894,200)
Other comprehensive loss - - - - 98,784 - 98,784
Total comprehensive loss for
the year
- - - (42,894,200) 98,784 - (42,795,416)
Redeemable Bonus Shares 16 - - (198,233,868) - - - (198,233,868)
Dividends paid 19 - - - (15,248,759) - - (15,248,759)
Dividends payable 19 - - - (11,436,569) - - (11,436,569)
Valuation gain from land 8 - - - (475,876) 475,876 - -
Reclassified from Other
distributable reserves
- - - 30,119,065 - (30,119,065) -
Transfer between reserves
(10,279,891) 10,279,891 - -
Loss on disposal of
subsidiaries
- - - 48,152,578 (48,152,578) - -
Loss on disposal of
investment properties
7 - - - 2,063,652 (2,063,652) - -
Balance at 31 December 2024
228,383,857
(
18,400,876
)
(
198,233,868
)
-
(
49,022,257
)
67,636,975 30,363,831
The notes on pages 38 to 58 are an integral part of these Financial Statements.
API Annual Report & Accounts Year End 31 December 2025
37
Statement of Cash Flow
for the year ended 31 December 2025
12 months to 12 months to
31 Dec 2025 31 Dec 2024
Cash flows from operating activities
Notes £ £
Loss for the year before taxation
(
3,328,472
)
(
42,839,090
)
Taxes on Income 6 55,110 -
Movement in lease incentives
- 96,128
Movement in trade and other receivables
369,209 3,055,794
Movement in trade and other payables
(6,108,000) (2,023,484)
Dividends payable to the Company’s shareholders
19 -
(
11,436,569
)
Finance costs
5 - 7,955,137
Finance income
5
(
768,187
)
(
649,889
)
Valuation loss/(gain) from land
8 3,668,810 (475,876)
Estimated costs arising from future disposal
109,750 165,000
(
Gain
)
/loss on disposal of subsidiaries 10
(
633,617
)
48,152,578
Loss on disposal of investment properties
7 - 2,063,652
Net cash
(
outflow
)
/inflow from operating activities
(
6,635,397
)
4,063,381
Cash flows from investing activities
Finance income
5 768,187 649,889
Purchase of land 8
(
418,810
)
(
1,274,124
)
Net proceeds from disposal of investment properties
7 - 42,986,348
Net proceeds from disposal of subsidiaries
10 633,617 234,298,743
Net cash inflow from investing activities
982,994 276,660,856
Cash flows from financing activities
Bonus share distribution
16
(
11,436,569
)
(
198,233,868
)
Borrowing on RCF 14 - 13,300,000
Repayment of RCF
14 -
(
41,874,379
)
Interest paid on bank borrowing
5 - (9,755,493)
Receipts on Interest rate Cap
15 - 1,123,358
Finance lease interest
5 -
(
33,768
)
Dividends paid to the Company’s shareholders
19 (14,948,640) (15,248,759)
Net cash outflow from financing activities
(
26,385,209
)
(
250,722,909
)
Net
(
decrease
)
/increase in cash and cash equivalents in the year
(
32,037,612
)
30,001,328
Cash and cash equivalents at beginning of year
12 36,655,166 6,653,838
Cash and cash equivalents at end of year
12 4,617,554 36,655,166
The notes on pages 38 to 58 are an integral part of these Financial Statements.
API Annual Report & Accounts Year End 31 December 2025
38
Notes to the Financial Statements
for the year ended 31 December 2025
1. General information
abrdn Property Income Trust Limited (“the Company”), having previously disposed of its entire holding in its former subsidiaries,
is now in the process of winding-down prior to entering liquidation. The Company is a limited liability company incorporated in
Guernsey, Channel Islands. The Company has its listing on the London Stock Exchange.
The address of the registered office is PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey.
These audited Financial Statements were approved for issue by the Board of Directors on 27 April 2026.
2. Accounting policies
2.1 Basis of preparation
The audited Financial Statements of the Company have been prepared in accordance with IFRS Accounting Standards as
adopted by the EU (‘IFRS Accounting Standards’), and all applicable requirements of The Companies (Guernsey) Law, 2008.
The audited Financial Statements of the Company have been prepared under the historical cost convention as modified by
the measurement of investment property, land and derivative financial instruments at fair value. The Financial Statements are
presented in pounds sterling and all values are not rounded except when otherwise indicated.
Assessment of Going Concern
At 31
st
December 2025, the Company holds an interest in the land at Far Ralia, related grant income receivable and cash
retained from the sales proceeds of former subsidiaries to cover anticipated costs until fully liquidated. The Board is satisfied
that the Company will have no material difficulty in meeting its liabilities as they fall due until the Company enters liquidation.
The Board has a clear intention to enter liquidation once it is satisfied that the remaining assets can be realised. As such, in
accordance with IAS1 para 25 and IAS 10 (Events after the Reporting Period) para 14, these financial statements have been
prepared on a basis other than that of a going concern.
As a result of adopting a basis other than that of a going concern, the Board has deemed it appropriate to reduce the fair value
of the land by the expected costs of disposal. No other costs of liquidation have been recognised other than those committed
or incurred at the balance sheet date.
Following the shareholder vote to place the (former) Group into a Managed and Orderly Wind-Down (“wind-down EGM”) on
28 May 2024, the Company and its former subsidiaries were managed with the intention of realising all the assets in its portfolio
in an orderly manner, with a view to repaying borrowings and making timely returns of capital to shareholders whilst aiming to
obtain the best achievable value for the assets. As part of this process, the (former) Group successfully disposed of 6
Investment Properties prior to reaching an agreement with GoldenTree Asset Management LP for the sale of its wholly owned
subsidiary abrdn Property Holdings Limited (aPH). The transaction, which completed on the 29
th
November, comprised the
sale of 39 assets being the (former) Group’s entire investment property portfolio excluding its interest in the land at Far Ralia
(which was subsequently transferred to the Company prior to year end following subsequent Scottish Government consent).
Shareholders were given the opportunity to vote on a proposal for the Company to make an initial return of the proceeds of
sale by way of an initial issue and redemption of Redeemable Bonus Shares repurchased for 52 pence per Redeemable Bonus
Share. On 17
th
December 2024, approximately 99.5% of shareholders who voted cast their votes in favour of this proposal and
the funds were returned to shareholders prior to 31 December 2024. Further to this, an issue and redemption of Redeemable
Bonus Shares repurchased for 3 pence per Redeemable Bonus Share was made (effective 10 November 2025).
Changes in accounting policy and disclosure.
The following amendments to existing standards and interpretations were effective for the year, but were deemed not
applicable to the Company:
ᶡ Amendments to IAS 21 Lack of Exchangeability - The Effects of Changes in Foreign Exchange Rates
API Annual Report & Accounts Year End 31 December 2025
39
New and revised IFRS Standards in issue but not yet effective
At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS
Accounting Standards that have been issued but are not yet effective. The entity is currently assessing the impact of the initial
application of these standards. The entity expects to complete its assessment prior to the date of initial application.
ᶡ Amendments to IFRS 9 Financial Instruments (Classification and Measurement) [Effective 1 January 2026]
ᶡ Amendments to IFRS 9 Financial Instruments (Contracts Referencing Nature-dependent Electricity) [Effective 1 January
2026]
ᶡ Annual Improvements to IFRS Accounting Standards (Volume 11) [Effective 1 January 2026]
ᶡ Amendments to IFRS 18 Presentation and Disclosure in Financial Statements [Effective 1 January 2027]
ᶡ Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures [Effective 1 January 2027]
ᶡ Amendments to IFRS 10 Consolidated Financial Statements (Sale of Assets between an Investor and its Associate or Joint
venture) [To be determined]
2.2 Significant accounting judgements, estimates and assumptions
The preparation of the Company’s Financial Statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent
liabilities, at the reporting date. However, uncertainties about these assumptions and estimates, could result in outcomes that
could require a material adjustment to the carrying amount of the asset or liability affected in the future periods. The most
significant estimates and judgements are set out below. There were no significant accounting judgements.
Fair value (& presentation) of investment properties and land
Investment properties and land have historically been stated at fair value as at the Balance Sheet date. Fair value was
determined by independent external real estate valuation experts using recognised valuation techniques and having regard
to any recent real estate transactions where available, with similar characteristics and locations to those of the Company’s
and the (former) Group’s assets. The directors consider that there is a significantly wider range of estimation uncertainty for
land than for investment properties because there are fewer comparable assets or recent transactions, and the estimates
involved (namely Carbon pricing and discount rates) have a wide range of possible values. As detailed further in notes 2.4 and
8, the Directors have also assessed the classification of Land as a current asset considering the current marketing of the site
and presentation of these financial statements on a basis other than that of a going concern.
2.3 Summary of material accounting policies
Accounting policy information is material if, when considered together with other information included in an entity’s financial
statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial
statements make on the basis of those financial statements.
Accounting policy information may also be material because of the nature of the related transactions, events or conditions,
even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, events or
conditions is itself material.
A Basis of consolidation
The audited Financial Statements have historically comprised the financial statements of abrdn Property Income Trust Limited,
and its material wholly owned subsidiary undertakings.
Control was achieved when the Company (or its former subsidiaries) was exposed, or had rights, to variable returns from its
involvement with subsidiaries and had the ability to affect those returns through its power over the subsidiary. Specifically, the
Company controlled a subsidiary if, and only if, it had:
• Power over the subsidiary (i.e. existing rights that gave it the current ability to direct the relevant activities of the
subsidiary)
• Exposure, or rights, to variable returns from its involvement with the subsidiary
• The ability to use its power over the subsidiary to affect its returns
API Annual Report & Accounts Year End 31 December 2025
40
The Company assessed whether or not it controlled a subsidiary if facts and circumstances indicated that there were changes
to one or more of the three elements of control. Consolidation of a subsidiary began when the Company obtained control over
the subsidiary and ceased when the Company lost control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year were included in the
consolidated statement of other comprehensive income from the date the (former) Group gained control until the date when
the (former) Group ceased to control the subsidiary.
During 2024, the Company completed on the disposal of its wholly owned subsidiaries. As such, the Statement of Financial
Position as at 31 December 2024 represented the Company in isolation, while the Statement of Comprehensive Income
included the consolidated income and expenditure for the subsidiaries up to the date of disposal as noted above. For 2025,
both the Statement of financial Position and Statement of Comprehensive Income represent the Company in isolation.
B Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which
the entity operates (“the functional currency”). The Financial Statements are presented in pound sterling, which is also the
Company’s functional currency.
C Revenue recognition
Revenue is recognised as follows;
i) Interest Income
Interest income is recognised on an accruals basis.
ii) Grant Income
Government grants that relate to the Company’s assets are accounted for as a reduction in the cost of the asset to which they
relate. They are only recognised when there is both reasonable assurance that the Company will comply with all material
conditions attached to the grant and that the grant will be received.
iii) Property disposals
Where revenue is obtained by the sale of properties, it is recognised once the sale transaction has been completed, regardless
of when contracts have been exchanged. Any gains or losses on the disposal of investment properties were recognised in the
Statement of Comprehensive Income in the year of retirement or disposal. Such gains or losses were determined as the
difference between net disposal proceeds and the carrying value of the asset in the previous full period financial statements.
iv) Rental income
Rental income from operating leases was net of sales taxes and value added tax (“VAT”) recognised on a straight-line basis
over the lease term including lease agreements with stepped rent increases. The initial direct costs incurred in negotiating and
arranging an operating lease were recognised as an expense over the lease term on the same basis as the lease income. The
cost of any lease incentives provided were recognised over the lease term, on a straight-line basis as a reduction of rental
income. The resulting asset was reflected as a receivable in the Balance Sheet.
Contingent rents, being those payments that were not fixed at the inception of the lease, for example increases arising on rent
reviews, were recorded as income in periods when they were earned. Rent reviews which remained outstanding at the year-
end were recognised as income, based on estimates, when it was reasonable to assume that they would be received.
v) Other income
The (former) Group was classified as the principal in its contract with the managing agent. Service charges billed to tenants
by the managing agent were therefore recognised gross.
D Expenditure
All expenses are accounted for on an accruals basis. The investment management and administration fees, finance and all
other revenue expenses are charged through the Statement of Comprehensive Income as and when incurred. The Company
also incurs capital expenditure which can result in movements in the capital value of land and investment properties. Capital
expenditure on land is accounted for when incurred.
API Annual Report & Accounts Year End 31 December 2025
41
E Taxation
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by
the reporting date. Current income tax relating to items recognised directly in other comprehensive income or in equity is
recognised in other comprehensive income and in equity respectively, and not in the income statement. Positions taken in tax
returns with respect to situations in which applicable tax regulations are subject to interpretation, if any, are reviewed
periodically and provisions are established where appropriate. The Group recognises liabilities for current taxes based on
estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts
that were initially recorded, such differences will impact the income and deferred tax provisions in the period in which the
determination is made.
Deferred income tax is provided using the liability method on all temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are
recognised only to the extent that it is probable that taxable profit will be available against which deductible temporary
differences, carried forward tax credits or tax losses can be utilised. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets and liabilities. In determining the expected
manner of realisation of an asset the Directors consider that the Group will recover the value of investment property through
sale. Deferred income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.
As detailed further in note 6, the Group ceased being treated as a UK REIT from 29 November 2024.
F Land (Held for sale)
The Company’s land is comprised of woodland creation and peatland restoration projects.
Following the shareholderǦapproved managed windǦdown and the clear intention to dispose of the Company’s sole remaining
property asset, the land at Far Ralia is classified as a current asset held for sale as at 31 December 2025 in accordance with
IFRSௗ5ௗNonǦcurrent Assets Held for Sale and Discontinued Operations.
An asset is classified as held for sale when it’s carrying amount will be recovered principally through a sale transaction rather
than through continuing use, the asset is available for immediate sale in its present condition, and the sale is highly probable.
Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, with fair
value determined in accordance with IFRSௗ13ௗFair Value Measurement. Any subsequent movement in fair value less costs to
sell is recognised immediately in profit or loss.
The land is presented separately within current assets as “Assets held for sale” in the Statement of Financial Position. As at 31
December 2025, no depreciation or amortisation is charged on assets classified as held for sale.
G Trade and other receivables
Trade and other receivables of the Company include accrued grant income as recognised in accordance with the
Company’s policy for grant recognition (see Note 2.3 C ii). The total amount claimable in each tax year is determined in
accordance with the applicable rules of the Forestry Grant Scheme.
Trade receivables are recognised and carried at the lower of their original invoiced value and recoverable amount. Where the
time value of money is material, receivables are carried at amortised cost. A provision for impairment of trade receivables is
established when there is objective evidence that the Company will not be able to collect all amounts due according to the
original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy
or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators
that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and
the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the
asset is reduced through use of an allowance account, and the amount of the expected credit loss is recognised in the
Statement of Comprehensive Income. When a trade receivable is uncollectible, it is written off against the allowance account
for trade receivables. Subsequent recoveries of amounts previously written off are credited in the Statement of
Comprehensive Income.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables and contract assets.
API Annual Report & Accounts Year End 31 December 2025
42
A provision for impairment of trade receivables was established where the Property Manager had indicated concerns over
the recoverability of arrears based upon their individual assessment of all outstanding balances which incorporated forward
looking information. Given this detailed approach, a collective assessment methodology applying a provision matrix to
determine expected credit losses is not used.
The amount of the provision is recognised in the Balance Sheet and any changes in provision recognised in the Statement of
Comprehensive Income.
H Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and other short-term highly liquid investments
readily convertible within three months or less to known amounts of cash and subject to insignificant risk of changes in value.
I Borrowings and interest expense
All loans and borrowings were initially recognised at the fair value of the consideration received, less issue costs where
applicable. After initial recognition, all interest-bearing loans and borrowings were subsequently measured at amortised cost.
Amortised cost is calculated by taking into account any discount or premium on settlement. Borrowing costs were recognised
within finance costs in the Statement of Comprehensive Income as incurred.
J Other financial liabilities
Trade and other payables are recognised and carried at invoiced value as they are considered to have payment terms of 30
days or less and are not interest bearing. The balance of trade and other payables are considered to meet the definition of an
accrual and have been expensed through the Income Statement or Balance Sheet depending on classification.
K Accounting for derivative financial instruments and hedging activities
Interest rate hedges were initially recognised at fair value on the date a derivative contract was entered into and were
subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depended on whether the
derivative was designated as a hedging instrument, and if so, the nature of the item being hedged. The (former) Group
documented at the inception of the transaction the relationship between hedging instruments and hedged items, as well as
its risk management objective and strategy for undertaking various hedging transactions. The (former) Group also
documented its assessment both at hedge inception and on an ongoing basis of whether the derivatives that were used in
hedging transactions were highly effective in offsetting changes in fair values or cash flows of hedged items.
The effective portion of changes in the fair value of derivatives that were designated and qualified as cash flow hedges were
recognised in other comprehensive income in the Statement of Comprehensive Income. The gains or losses relating to the
ineffective portion were recognised in operating profit in the Statement of Comprehensive Income.
Amounts taken to equity were transferred to profit or loss when the hedged transaction affected profit or loss, such as when
the hedged financial income or financial expenses were recognised.
When a derivative was held as an economic hedge for a period beyond 12 months after the end of the reporting period, the
derivative was classified as non-current consistent with the classification of the underlying item. A derivative instrument that
was a designated and effective hedging instrument was classified consistent with the classification of the underlying hedged
item.
L Service charge
IFRS15 required the (former) Group to determine whether it was a principal or an agent when goods or services were
transferred to a customer. An entity is a principal if the entity controls the promised good or service before the entity transfers
the goods or services to a customer. An entity is an agent if the entity’s performance obligation is to arrange for the provision
of goods and services by another party.
Any leases entered into between the (former) Group and a tenant required the (former) Group to provide ancillary services
to the tenant such as maintenance works etc, therefore these service charge obligations belonged to the (former) Group.
However, to meet this obligation the (former) Group appointed a managing agent, Jones Lang Lasalle Inc “JLL” and directed
it to fulfil the obligation on its behalf. The contract between the (former) Group and the managing agent created both a right
to services and the ability to direct those services. This was a clear indication that the (former) Group operated as a principal
and the managing agent operated as an agent. Therefore, it was necessary to recognise the gross service charge revenue
and expenditure billed to tenants as opposed to recognising the net amount.
API Annual Report & Accounts Year End 31 December 2025
43
2.4 Adjustments to going concern basis of accounting
In addition to assessing the Company’s significant and material accounting judgements, estimates and assumptions, the
Board has also considered the following areas where it might be appropriate to apply adjustments to the ‘normal’ IFRS basis:
1) Measurement of Assets
It is appropriate to consider the need to write down assets to their net realisable value. Investment Properties and Land are
stated at fair value, while other assets including trade receivables are recognised at their recoverable amount already and
have not required re-measurement on adoption of a non-going concern basis. The Board has assessed the basis for and
measurement of the residual interest in Land and have decided to reduce fair value by the estimated cost of disposal. Further
details can be found in note 23.
2) Liabilities
The Board recognise that it would be appropriate to accrue costs associated with potentially onerous contracts by applying
guidance in IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’. However, at the date of approval of the financial
statement, no such contracts exist, and accordingly no provisions have been made.
3) Presentation and disclosure
The Board has assessed the classification of assets and liabilities between current and non-current. Assets that met the criteria
to be classified as held for sale at 31 December 2025 have been classified as current assets.
The financial statements have not been presented with discontinued operations disclosed as a separate line item of income
or loss as required by IFRS 5. The entity is preparing its financial statements on a basis other than going concern and is in the
process of ceasing all operations and liquidating. In these circumstances, the Board considers that the objectives of IFRS 5 have
been met through the financial statements taken as a whole.
Finally, the Board has assessed whether adoption of a basis other than that of a going concern would have any material
impact on comparatives and have concluded this not to be the case.
3. Financial Risk Management
The Company is exposed to market risk (including interest rate risk), credit risk, and liquidity risk. The Company is not exposed
to currency risk or price risk; while it was formally exposed to capital risk and monitored this on the basis of the gearing ratio,
this is no longer deemed a primary risk following the sale of the Company’s subsidiaries (including external debt). The
Company is engaged in a single segment of business, being property investment in one geographical area, the United
Kingdom. Therefore, the Company only engages in one form of currency being pound sterling.
The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.
The (former) Group’s principal financial liabilities have historically been loans and borrowings. The main purpose of the
(former) Group’s loans and borrowings were to finance the acquisition and development of the property portfolio. The
(former) Group had rent and other receivables, trade and other payables and cash and short-term deposits that arose
directly from its operations.
Market risk
Market risk is the risk that the fair values of financial instruments will fluctuate because of changes in market prices. The
Company’s financial statements have very limited exposure to market risk.
The financial instruments held by the (former) Group that were affected by market risk were principally the interest rate cap;
this commenced 27 April 2023 and ceased to belong to the (former) Group on 29 November 2024.
i) Interest Rate risk
As described below the Company invested cash balances with Citibank and also made an investment in the abrdn Liquidity
Fund managed by Aberdeen PLC with the excess proceeds from the sale of the subsidiaries. These balances expose the
Company to cash flow interest rate risk as the Company’s income and operating cash flows will be affected by movements in
the market rate of interest. There is considered to be no fair value interest rate risk in regard to these balances.
API Annual Report & Accounts Year End 31 December 2025
44
The bank borrowings as described in note 14 also historically exposed the (former) Group to cash flow interest rate risk. The
(former) Group’s policy has historically been to manage its cash flow interest rate risk using interest rate derivatives (see note
15). The (former) Group had floating rate borrowings at the point of sale of the subsidiaries of £113,300,000; £85,000,000 of
these borrowings were fixed via an interest rate cap limiting the floating rate exposure to 3.959%.
The fair value of the derivative was exposed to changes in the market interest rate as their fair value was calculated as the
present value of the estimated future cash flows under the agreements. The accounting policy for recognising the fair value
movements in the interest rate derivatives is described in note 2.3 K.
Trade and other receivables and trade and other payables are interest free and have settlement dates within one year and
therefore are not considered to present a fair value interest rate risk.
The tables on the next page set out the carrying amount of the Company’s financial instruments excluding the amortisation
of borrowing costs as outlined in note 14.
As at 31 December 2025
Fixed rate Variable rate Interest rate
£ £ £
Cash held at bank
- 121,937 0.000%
Cash held in abrdn Liquidity fund - 4,495,617 4.374%
Bank borrowings
- - 0.000%
As at 31 December 2024
Fixed rate Variable rate Interest rate
£ £ £
Cash held at bank
- 3,807,736 0.000%
Cash held in abrdn Liquidity fund - 32,847,430 4.870%
Bank borrowings
- - 0.000%
At 31 December 2025, if market interest rates had been 100 basis points higher, which is deemed appropriate given historical
movements in interest rates, with all other variables held constant, the profit for the year would have been £173,920 higher
(2024: £366,552 higher) as a result of the higher interest income on cash and cash equivalents.
At 31 December 2025, if market interest rates had been 100 basis points lower with all other variables held constant, the profit
for the year would have been £173,920 lower (2024: £366,552 lower) as a result of the lower interest income on cash and cash
equivalents.
Credit risk
Credit risk is the risk that a counterparty will be unable to meet a commitment that it has entered into with the Company.
With respect to credit risk arising from financial assets of the Company, which comprise cash and cash equivalents and
accrued grant income, the Company’s exposure to credit risk arises from default of the counterparty with a maximum
exposure equal to the carrying value of these instruments. As at 31 December 2025 £121,937 (2024: £3,807,736) was held with
Citibank, while £4,495,617 was invested in the abrdn Liquidity Fund (Lux) Sterling Fund (2024: £32,847,430).
The abrdn Liquidity Fund (Lux) Sterling Fund is a money market fund which offers same day liquidity and has obtained an Aaa-
mf money market fund rating from Moody’s. Citibank is rated A-2 Stable by Standard & Poor’s and P-2 Stable by Moody’s. The
Scottish Government has been rated AA3 Stable by Moody’s and AA Stable by Standard & Poor’s as a long-term issuer.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in realising assets or otherwise raising funds to meet financial
commitments. The Company’s liquidity position is regularly monitored by management and is reviewed quarterly by the Board
of Directors who consider that the Company’s cash and cash equivalents provide ample cover to meet financial liabilities as
they fall due.
API Annual Report & Accounts Year End 31 December 2025
45
The following table summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments.
Year ended 31 December 2025 On demand 12 months 1 to 5 years >5 years
Total
£ £ £ £
£
Trade and other payables 752,858 - - -
752,858
752,858 - - - 752,858
Year ended 31 December 2024 On demand 12 months 1 to 5 years >5 years
Total
£ £ £ £
£
Trade and other payables 18,297,427 - - -
18,297,427
18,297,427 - - - 18,297,427
Fair values
There is no difference between carrying amount and the fair value of the Company’s financial instruments in the current or
prior period.
Fair values are estimated as the price that would be received to sell a financial asset or paid to transfer a financial liability in an
orderly transaction between market participants at the measurement date. The following methods and assumptions were
used to estimate the fair value:
• Cash and cash equivalents, trade and other receivables and trade and other payables - although these balances
approximate their fair values due to their shortǦterm nature, they are not measured at fair value, as they are carried at
amortised cost. Trade and other receivables/payables are measured in reference to contractual amounts due to/from
the Company. These contractual amounts are directly observable.
The table below shows an analysis of the fair values of financial assets and liabilities recognised in the Balance Sheet by the
level of the fair value hierarchy:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable.
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Year ended 31 December 2025 Level 1 Level 2 Level 3
Total fair value
Financial assets
Cash and cash equivalents 4,617,554 - -
4,617,554
4,617,554 - - 4,617,554
Financial liabilities
- - -
-
Year ended 31 December 2024 Level 1 Level 2 Level 3 Total fair value
Financial assets
Cash and cash equivalents 36,655,166 - -
36,655,166
36,655,166 - - 36,655,166
Financial liabilities
- - -
-
API Annual Report & Accounts Year End 31 December 2025
46
4. Administrative and Other Expenses
2025 2024
Notes £ £
Investment management fees
4a 200,000 1,399,114
Other direct property expenses
Vacant Costs (excluding void service charge) *
5,525 1,263,429
Repairs and maintenance - 341,480
Letting fees
- 377,364
Other costs
- 464,747
Total Other direct property expenses
5,525 2,447,020
Net Impairment loss on trade receivables - 110,725
Fees associated with strategic review and aborted merger 4b - 2,800,223
Fees associated with managed wind down and disposal 4b - 399,197
Other administration expenses
Directors’ fees and subsistence
21 121,396 389,757
Valuer’s fees 4c 12,000 57,835
Auditor’s fees
4d 68,500 167,125
Marketing
4a 84,000 118,425
Other administration costs
4e 460,295 772,043
Total Other administration expenses
746,191 1,505,185
Total Administrative and other expenses 951,716 8,661,464
* Void Service charge costs for the year amounted to £nil (2024: £1,037,936). These were reclassified as Service charge
expenditure as noted below.
2025 2024
£ £
Total service charge billed to tenants
- 4,244,088
Service charge due from/(to) tenants - 655,793
Service charge income
- 4,899,881
Total service charge expenditure incurred - 4,899,881
Service charge incurred in respect of void units - 1,037,936
Service charge expenditure
- 5,937,817
4a. Investment management fees
From 1 January 2023, the Investment Manager was entitled to a fee of 0.60% of total assets up to £500m, and 0.50% of total
assets in excess of £500 million. Following the Shareholder vote to place the (former) Group into a Managed Wind-Down, a
new agreement was signed effective 31 May 2024. Under the novated agreement, the Investment Manager is entitled to a
fee of 0.20% per annum on total assets (with a floor of £50,000 per quarter until there are no properties remaining and £35,000
thereafter). The Investment Manager is also entitled to a further 0.40% payable based on the Gross Disposal proceeds of the
underlying portfolio – £1,459,100 has been recognised in accordance with the disposal of the assets to date and was part of
the realised loss on disposal recognised in 2024.
As detailed further in Note 24, the Investment Manager was due to receive an ‘Incentive Fee’ based on the cumulative Gross
Disposal Proceeds relative to valuation of the portfolio as at 31 May 2024; the fee would only be triggered if this was both
greater than 90% of said valuation and if all assets were sold prior to November 2025. The deadline for this has now lapsed and
the fee will no longer be triggered.
In addition, the Company paid the Investment Manager a sum of £70,000 excluding VAT (2024: £98,688 excluding VAT) to
participate in the Manager’s marketing programme.
API Annual Report & Accounts Year End 31 December 2025
47
4b. Fees associated with strategic review, aborted merger and wind-down
During 2024, fees and costs of £3,199,420 were recognised of which £399,197 related to the Managed Wind-Down and
portfolio disposal. These fees exclude transaction costs which are explained in note 10.
4c.Valuers fee
Knight Frank LLP (“the Valuers”), external international real estate consultants, were appointed as valuers in respect of the
assets comprising the property portfolio. The total valuation fees charged for the year amounted to £12,000 (2024: £57,835).
Until the sale of the subsidiaries, the total valuation fee comprised a base fee for the ongoing quarterly valuation at an annual
rate of 0.017 percent of the aggregate value of the property portfolio (paid quarterly), and a one-off fee on acquisition of an
asset. Following the conclusion of the sale, the agreement with Knight Frank was novated and fees were an initial £5,000
(excluding VAT) for the first valuation (December 2024) and £2,500 (excluding VAT) for each subsequent valuation
undertaken.
The amount due and payable at the year-end amounted to £2,500 excluding VAT (2024: £5,000 excluding VAT).
4d. Auditor’s fee
As part of the Board’s annual review over the contractual arrangements with service providers (in terms of ensuring that these
still met the needs of the Company and its shareholders), it was decided to replace Deloitte LLP and appoint Grant Thornton
as independent auditor of the Company. The audit fees for the year amounted to £68,500 (2024: £167,125) and relate to audit
services provided for the 2025 financial year. Grant Thornton did not provide any non-audit services in the year (2024: nil).
4e. Administration, secretarial and registrar fees
On 19 December 2003 Northern Trust International Fund Administration Services (Guernsey) Limited (“Northern Trust”) was
appointed administrator, secretary and registrar to the Company. Following increased activity early 2024, a novated
agreement with Northern Trust was agreed on 29 July 2024 – prior to this, Northern Trust was entitled to an annual fee, payable
quarterly in arrears, of £65,000. From 1 August 2024 to 31 July 2025, Northern Trust were entitled to an annual fee of £95,670
subject to annual fixed RPI increases of 6.3% effective on the anniversary of 1 August. In addition, they were entitled to a fixed
fee of £25,000 in addition to fees of £3,000 (subject to RPI uplifts) for assistance with each property disposal – replaced with a
fee of £10,000 if multiple properties are sold in tranches. Finally, Northern Trust is also entitled to reimbursement of reasonable
out of pocket expenses. Total fees and expenses charged for the year amounted to £117,401 (2024: £136,262). The amount
due and payable at the year-end amounted to £72,080 (2024: £116,946).
5. Finance income and costs
2025 2024
£ £
Interest income on cash and cash equivalents
768,187 649,889
Finance income
768,187 649,889
Interest expense on bank borrowings - 7,607,108
Non-utilisation charges on facilites
- 216,940
Receipt on interest rate caps
- (910,100)
Amortisation of premium paid for interest rate cap
- 762,904
Amortisation of arrangement costs
(
see note 14
)
- 244,517
Finance lease interest
- 33,768
Finance costs
- 7,955,137
6. Taxation
UK REIT Status
The (former) Group migrated tax residence to the UK and elected to be treated as a UK REIT with effect from 1 January 2015.
As a UK REIT, the income profits of the (former) Group’s UK property rental business were exempt from corporation tax as
were any gains it made from the disposal of its properties, provided they were not held for trading or sold within three years of
completion of development. The (former) Group was otherwise subject to UK corporation tax at the prevailing rate.
Following the sale of the Company’s subsidiaries on 29
th
November 2024 (including the investment property portfolio), abrdn
Property Income Trust Limited automatically left the UK REIT regime; one of the quantitative requirements for being a member
of the UK REIT regime is that the qualifying property rental business must contain at least three separate properties. Prior to
the sale, the Company consulted with their appointed tax advisors on implications of leaving the REIT regime.
API Annual Report & Accounts Year End 31 December 2025
48
As the principal company of the REIT, the Company was required to distribute at least 90% of the income profits of the (former)
Group’s UK property rental business. There were a number of other conditions that were also required to be met by the
Company and the (former) Group to maintain REIT tax status. These conditions were met in the period up until the Company
disposed of its shareholding in the subsidiaries. Accordingly, deferred tax was not recognised on temporary differences
relating to the property rental business; the Company in isolation does have brought forward tax losses of £3.4m albeit a
deferred tax asset has not been recognised given uncertainty over whether the Company will have future taxable profits.
The Company and its former Guernsey subsidiary have obtained exempt company status in Guernsey so that they were
exempt from Guernsey taxation on income arising outside Guernsey and bank interest receivable in Guernsey. A
reconciliation between the tax charge and the product of accounting profit multiplied by the applicable tax rate for the year
ended 31 December 2025 and 2024 is as follows:
2025 2024
£ £
Loss before tax
(
3,328,473
)
(
42,839,090
)
Tax calculated at UK statutory corporation tax rate of 25% (832,118) (10,709,772)
Valuation loss in respect of Investment properties not subject to tax
(
pre-29th Nov
)
- 3,425,858
UK REIT exemption on net income
-
(
1,711,456
)
Valuation loss in respect of Land at Far Ralia post 29
th
Nov 2024 944,640 164,562
Valuation (gain)/loss in respect of sale of Subsidiaries
(158,404) 8,885,918
Tax Loss carried forward
45,882
Current income tax charge
- 55,110
Adjustment to previous year
(
55,110
)
-
Tax
(
credit
)
/charge
(
55,110
)
55,110
7. Investment Properties
Following the sale of the subsidiaries on the 29 November 2024, the Company no longer held any investment properties
barring its interest in the Land at Far Ralia (see Note 8). The disclosure below represents the net movement as recognised by
the Company and (former) Group during 2024.
UK UK UK UK
Industrial Office Retail Other
Total
2024 2024 2024 2024
2024
£ £ £ £
£
Market value at 1 January 250,070,037 72,575,000 72,390,000 35,900,000
430,935,037
Purchase of investment properties - - - - -
Capital expenditure on investment properties - - - -
-
Opening market value of disposed investment
properties
(29,700,000) (15,350,000) -
-
(45,050,000)
Market value prior to sale of subsidiaries 220,370,037 57,225,000 72,390,000 35,900,000
385,885,037
Opening market value of disposed investment
properties
(220,370,037) (57,225,000) (72,390,000) (35,900,000) (385,885,037)
Market value at 31 December - - - - -
Carrying value at 31 December - - - - -
The valuations were historically performed by Knight Frank LLP, acting in the capacity of a valuation adviser to the AIFM,
accredited external valuers with recognised and relevant professional qualifications and recent experience of the location
and category of the investment properties being valued. The valuation model in accordance with Royal Institute of Chartered
Surveyors (‘RICS’) requirements on disclosure for Regulated Purpose Valuations was applied (RICS Valuation - Global
Standards, which incorporate the International Valuation Standards). These valuation models were consistent with the
principles in IFRS 13.
In the Cash Flow Statement, proceeds from disposal of investment properties comprise:
2025 2024
£ £
Opening market value of disposed investment properties
- 45,050,000
Loss on disposal of investment properties -
(
2,063,652
)
Net proceeds from disposal of investment properties
- 42,986,348
API Annual Report & Accounts Year End 31 December 2025
49
Valuation Methodology
The fair value of completed investment properties were historically determined using the income capitalisation method and
were all categorised as Level 3.
The income capitalisation method is based on capitalising the net income stream at an appropriate yield. In establishing the
net income stream the valuers reflected the current rent (the gross rent) payable to lease expiry, at which point the valuer
assumed that each unit would be re-let at their opinion of ERV. The valuers made allowances for voids where appropriate, as
well as deducting non recoverable costs where applicable. The appropriate yield was selected on the basis of the location of
the building, its quality, tenant credit quality and lease terms amongst other factors.
8. Land held for sale
2025 2024
£ £
Cost
Balance at the beginning of the year
10,869,679 9,595,555
Additions
418,810 2,300,154
Government Grant Income receivable
-
(
1,026,030
)
Balance at the end of the year
11,288,489 10,869,679
Accumulated depreciation and amortisation
Balance at the beginning of the year
(869,679) (1,345,555)
Valuation gain/
(
loss
)
from land
(
3,668,810
)
475,876
Balance at the end of the year
(
4,538,489
)
(
869,679
)
Projected sales costs
(
see note 23
)
(
274,750
)
(
165,000
)
Carrying amount as at 31 December
6,475,250 9,835,000
Additions represent costs associated with the reforestation and peatland restoration at Far Ralia. Grants are receivable from
the Scottish Government for such costs. The conditions of the grant are deemed to be complied with on initial completion of
work on the associated Work Areas identified under the Grant agreement. As at 31 December 2025, no grant income has yet
been received, however, £1,646,507 (2024: £1,646,507) has been recognised in accordance with the Company’s policy for
grant recognition (see Note 2.3 C ii). Per the terms of the Grant contracts, no further grant income has been recognised in the
period as the next claim cannot be made until the 2026/27 tax year; this will only be payable to the entity who submits the
claim / owns Far Ralia at the point of approval. As part of the grant process the Company has entered into a Standard Security
over Far Ralia in favour of Scottish Forestry, which has no impact on the valuation or marketing exercise. While management
believes all conditions of the grant income have been met, the timing of the eventual receipt of the grant income remains
subject to administrative processing by the granting authority.
Valuation methodology
In accordance with the Company’s accounting policy (see Note 2.3 F), the Land is held at fair value less cost to sell. The
Company appoints suitable valuers (such appointment is reviewed on a periodic basis) to undertake a valuation of the land.
The valuation is undertaken in accordance with the current RICS guidelines by Knight Frank LLP whose credentials are set out
in note 7. The method of valuation is capitalisation of net grant income, inputs being the carbon credits, grant income and
capitalisation yield.
As noted in more detail in notes 2.1, 2.3F and 2.4, the current Annual Report & Accounts are not prepared on a going concern
basis with the carrying value reduced by estimated costs of disposal and £274,750 has been recognised to write down the
Land to its projected net realisable value. Further details are provided in note 23.
The valuation above is sensitive to movements in the underlying inputs – an increase in the growth rate of Carbon Prices per
T/CO
2
(10% over base assumptions during an initial 26-year period) would result in an increase in valuation of £800k. Whereas
a decrease in growth rates (10% during the same period) would result in a decrease in valuation of £1.35m. Additionally, a 10%
increase/decrease in the initial Carbon Price itself (rather than growth rate) would result in an increase/decrease in valuation
of £750k. Finally, a 10% increase/decrease in the internal rate of return would result in a decrease in valuation of £1.35m or an
increase in valuation of £1.78m.
API Annual Report & Accounts Year End 31 December 2025
50
9. Investment Properties Held for Sale
Following the sale of the subsidiaries on the 29 November 2024, the Group no longer held any investment properties.
10. Investments in Limited Partnership and Subsidiaries
The Company disposed of its interests in subsidiaries during the prior year and recognised a loss on disposal of £48,152,578 as
explained below. During the current year negotiations in relation to that disposal were completed. These gave rise to various
adjustments which reduced the loss on disposal by £548,824 as detailed below.
The adjustment to the disposal price of abrdn Property Holdings Limited of £20,031 represents minor costs relating to the
property portfolio previously not accounted for in the completion accounts.
After a negotiation period with the appointed agents, an agreement was reached on the net settlement of service charges
(£10,034 due to the Company).
In addition to the net settlement noted above, there has been a further £643,614 of trade and other receivables transferred to
the Company following the sale, made up of:
• £326,314 - Representing the return of forward funding on service charges.
• £274,931 - Following the period post completion, the appointed agents for GoldenTree received income from tenants
relating to the Company’s period of ownership.
• £42,369 - Net return of historic arrears
The Company historically owned 100 per cent of the issued ordinary share capital of abrdn Property Holdings Limited, a
company with limited liability incorporated and domiciled in Guernsey, Channel Islands, whose principal business is property
investment. abrdn Property Holdings Limited, in turn, owned the entire issued share capital of a General Partner which held,
through a Limited Partnership, a portfolio of UK real estate assets.
• abrdn Property Holdings Limited, a property investment company with limited liability incorporated in Guernsey, Channel
Islands.
• abrdn (APIT) Limited Partnership, a property investment limited partnership established in England.
• abrdn APIT (General Partner) Limited, a company with limited liability incorporated in England, whose principal business
is property investment.
• abrdn (APIT Nominee) Limited, a company with limited liability incorporated and domiciled in England, whose principal
business is property investment.
On 29
th
November 2024, the Company completed on the disposal of 100% of the share capital of abrdn Property Holdings
Limited. The transaction included the disposal of the entire group of subsidiaries listed above. Following subsequent
negotiations over the Completion Accounts, the final price paid by GoldenTree was £234.3m. Included within the transaction
costs associated with the sale, were £1,459,100 payable to the Investment Manager.
2025 2024
£ £
Disposal of abrdn Property Holdings Limited
(
20,031
)
234,298,743
Less: transaction costs associated with the sale
- (5,237,261)
Net Proceeds
(
20,031
)
229,061,482
Net Assets of disposal group at date of sale
(
post completion account review
)
- 276,614,616
Derecognition of Far Ralia
(
transferred to Company
)
-
(
10,000,000
)
Derecognition of Accrued Grant Income for Far Ralia (transferred to Company)
- (1,646,507)
Net Settlement of Service Charge post completion
(
10,034
)
-
Trade and Other Receivables transferred to Company
(
643,614
)
(
505,296
)
Adjusted Net Assets of disposal group
(
653,648
)
264,462,813
(
Profit
)
/Loss on Disposal of Subsidiaries
(
633,617
)
35,401,331
Reclassification of unrealised losses in Investment Portfolio to Realised Losses
- 12,751,247
Realised
(
Profit
)
/Loss on Disposal of Subsidiaries
(
633,617
)
48,152,578
API Annual Report & Accounts Year End 31 December 2025
51
11. Trade and other receivables - net
2025 2024
£ £
Trade receivables
- 189,460
Less: provision for impairment of trade receivables -
(
189,460
)
Trade receivables
(
net
)
- -
Accrued Grant Income (see Note 8)
1,646,507 1,646,507
Other receivables
155,376 524,585
Total trade and other receivables
1,801,883 2,171,092
Reconciliation of changes in the provision for impairment of trade receivables:
2025 2024
£ £
Opening balance
(
189,460
)
(
832,240
)
(
Charge
)
/Credit for the year -
(
110,725
)
Reversal for amounts written-off
189,460 369,386
Derecognition on disposal of subsidiaries
- 384,119
Closing balance
-
(
189,460
)
The estimated fair values of receivables are the discounted amount of the estimated future cash flows expected to be
received and approximate their carrying amounts.
Amounts are considered impaired when it becomes unlikely that the full value of a receivable will be recovered. Movements in
the balance considered to be impaired have been included in other direct property costs in the Statement of Comprehensive
Income.
The ageing of receivables is as follows:
2025 2024
£ £
0 to 3 months
- (9,485)
3 to 6 months -
(
18,299
)
Over 6 months
-
(
161,676
)
-
(
189,460
)
As of 31 December 2025, trade receivables of £nil (2024: £nil) were less than 3 months past due but considered not impaired.
12. Cash and cash equivalents
2025 2024
£ £
Cash held at bank
121,937 3,807,736
Cash held in abrdn Liquidity fund 4,495,617 32,847,430
Cash held on deposit with RBS
- -
4,617,554 36,655,166
Cash held at bank earns interest at floating rates based on daily bank deposit rates. Deposits are made for varying periods of
between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at
the applicable short-term deposit rates. The abrdn Liquidity fund was £16.6bn in size at 31
st
March 2026 (31 December 2024:
£18.3bn), had a weighted average maturity of 57 days (31 December 2024: 48 days) and provided a Gross 30-day annualised
yield of 3.9% (December 2024: 4.87%).
API Annual Report & Accounts Year End 31 December 2025
52
13. Trade and other payables
2025 2024
£ £
Trade and other payables
752,858 6,860,858
752,858 6,860,858
Trade and other payables are recognised at amortised cost. Trade payables are non-interest bearing and normally settled
on 30-day terms.
14. Bank borrowings
2025
£
2024
£
Loan facility (including Rolling Credit Facility)
- -
Drawn down outstanding balance - -
The (former) Group’s £165m debt facility with Royal Bank of Scotland International (‘RBSI’) was transferred as part of the sale
of the subsidiaries on 29 November 2024. At the time of the disposal, £28.3m of the RCF was drawn in addition to the term loan
of £85m.
2025
£
2024
£
Opening carrying value of facility as at 1 January
- 141,251,190
Borrowings during the period on RCF - 13,300,000
Repayment of RCF (41,874,379)
Elimination of RCF indebtedness on sale
(28,300,000)
Elimination of Term Loan indebtedness on sale
- (85,000,000)
Eliminate residual unamortised arrangement costs on sale
- 377,952
Amortisation arrangement costs
- 244,517
Closing carrying value of facility
- -
2025 2024
£ £
Amortisation of arrangement costs
- 244,517
See Note 5 - 244.517
Analysis of
movement in net
debt
Cash and cash
equivalents
£
Interest-
bearing loans
£
2025
Net debt
£
Cash and cash
equivalents
£
Interest-
bearing loans
£
2024
Net debt
£
Opening balance
36,655,166 - 36,655,166 6,653,838
(
141,251,910
)
(
134,598,072
)
Cash movement
(
32,037,612
)
-
(
32,037,612
)
32,851,922 28,574,379 61,426,301
Elimination on sale - - - (2,850,594) 112,922,048 110,071,454
Amortisation of
arrangement
costs
- - - - (244,517) (244,517)
Closing balance
4,617,554 - 4,617,554 36,655,166 - 36,655,166
The loan facility was historically secured by fixed and floating charges over the assets of the Company and its wholly owned
subsidiaries, abrdn Property Holdings Limited and abrdn (APIT) Limited Partnership.
API Annual Report & Accounts Year End 31 December 2025
53
15. Interest rate Cap
In order to mitigate any interest rate risk linked to their debt facilities, the (former) Group's policy was to manage its cash flow
using hedging instruments. Following this approach, the (former) Group had previously agreed an interest rate cap against a
notional amount of £85,000,000 (commencing 27 April 2023) with a cap level (SONIA) set at 3.959%. The cost of purchasing
this cap was £2,507,177 and would have expired in April 2026 at the same time as the loan facility.
2025 2024
£ £
Opening fair value of interest rate cap at 1 January
- 1,408,781
Net Change in fair value -
(
794,477
)
Derecognition of Interest Rate Cap on disposal of subsidiary - (614,304)
Closing fair value of interest rate cap at 31 December
- -
The change in fair value of the interest rate cap comprises fair value changes and interest received, paid and accrued.
2024
Cost of hedging Cash flow hedge
Total
£ £
£
Opening fair value 625,276 783,505
1,408,781
Valuation (loss)/gain (625,276) 871,254 245,978
Interest received -
(
1,040,455
)
(
1,040,455
)
Net Change in fair value (625,276) (169,201)
(794,477)
Closing fair value of interest rate cap at 31 December - 614,304
614,304
Less Closing Interest Accrual * -
(
82,903
)
(
82,903
)
Adjusted fair value of interest rate cap at 31 December - 531,401
531,401
Opening Adjusted fair value of interest rate cap at 1 January 625,276 783,505 1,408,781
Valuation
(
loss
)
/gain recognised on Adjusted Valuation
(
625,276
)
(
252,104
)
(
877,380
)
Net Change in fair value
(
as above
)
(
625,276
)
(
169,201
)
(
794,477
)
Less Closing Interest Accrual (as above) * - (82,903)
(82,903)
Valuation
(
loss
)
/gain recognised on Adjusted Valuation
(
625,276
)
(
252,104
)
(
877,380
)
* As the valuation of the interest rate cap includes a valuation attributable to the unsettled interest (due to 21st January) a
separate accrual has not been recorded in the balance sheet. Instead, this represents a recycling of the change in Other
Comprehensive Income for the Cash flow hedge to Finance Cost.
2024
Interest Rate Cap Reserves Reconciliation Cost of hedging
reserve
Cash flow
hedge reserve
Total
£ £
£
Opening Reserve
(
1,316,871
)
570,245
(
746,626
)
Valuation (loss)/gain recognised on Adjusted Valuation (625,276) (252,104) (877,380)
Less Prior accrual - 213,260 213,260
Amortisation of Premium
(
See Note 5
)
762,904 - 762,904
Valuation loss as recognised in Other Comprehensive Income 137,628
(
38,844
)
98,784
Derecognition of residual premium 1,179,243 -
1,179,243
Derecognition of residual value - (531,401)
(531,401)
Closing Reserve - -
-
API Annual Report & Accounts Year End 31 December 2025
54
The Interest associated with the cap recognised as an offset against Finance Cost is summarised below:
2025 2024
£ £
Interest received
- 1,040,455
Closing Interest Accrual - 82,903
Less Interest Accrued from prior year
-
(
213,260
)
Receipt on interest rate caps (see Note 5)
- 910,098
16. Share capital
Under the Company’s Articles of Incorporation, the Company may issue an unlimited number of ordinary shares of 1 pence
each, subject to issuance limits set at the AGM each year. As at 31 December 2025 there were 381,218,977 ordinary shares of
1p each in issue (2024: 381,218,977). All ordinary shares rank equally for dividends and distributions and carry one vote each
(as noted below, these shares no longer carry the right to vote on voluntary winding up of the Company). There are no
restrictions concerning the transfer of ordinary shares in the Company, no special rights with regard to control attached to the
ordinary shares, no agreements between holders of ordinary shares regarding their transfer known to the Company and no
agreement which the Company is party to that affects its control following a takeover bid.
Allotted, called up and fully paid:
2025 2024
£ £
Opening balance
228,383,857 228,383,857
Shares issued - -
Closing balance
228,383,857 228,383,857
The number of shares in issue as at 31 December 2025/2024 are as follows:
2025 2024
Number of
shares
Number of
shares
Opening balance
381,218,977 381,218,977
Issue of Redeemable Bonus Share 381,218,977 381,218,977
Redemption / cancellation of Redeemable Bonus Shares
(
381,218,977
)
(
381,218,977
)
Closing balance
381,218,977 381,218,977
Redeemable Bonus Shares
Following the disposal of the Company's subsidiaries on 29 November 2024, the Company issued to Shareholders a
recommended proposal for adoption of a Redeemable Bonus Share Scheme to return capital to Shareholders as efficiently
as possible. The proposal noted that each API Shareholder would receive 1 Redeemable Bonus Share for each API Share they
held, which would then be immediately redeemed for a cash payment equal to the redemption price. On 17 December 2024,
Shareholders voted in favour of this motion and an initial redemption / cancellation of these shares (at a declared redemption
price of 52p) occurred on 19 December 2024, with proceeds subsequently being returned to Shareholders on 24 December
2024.
The motion as voted on by Shareholders granted the Company the ability to issue future Redeemable Bonus Shares beyond
the initial return of capital. Following the conclusion of post completion negotiations with the buyer of the Company’s
subsidiaries, it was announced that each API Shareholder would receive a further Redeemable Bonus Share for each API Share
they held, which would also be immediately redeemed for a cash payment equal to the redemption price of 3p effective 10
November 2025 – with proceeds being returned to Shareholders on 13 November 2025. The table below summarises the
cumulative amounts returned to shareholders using the Company’s Redeemable Bonus Share arrangements.
2025 2024
£ £
Opening balance
198,233,868 -
Shares redeemed during the year 11,436,569 198,233,868
Closing balance
209,670,437 198,233,868
API Annual Report & Accounts Year End 31 December 2025
55
Winding Up Shares
As previously announced, the Board intends that the Company is placed into voluntary winding up at an appropriate time with
the exact timing being dependent on a number of factors, primarily the sale of Far Ralia. Placing the Company into Voluntary
Winding Up would normally require the approval of Shareholders at the General Meeting. However, to prevent the need for a
further General Meeting, and because Guernsey law does not allow liquidators to be appointed on a conditional basis, a
proposal was put to Shareholders to amend the Company's Articles of Incorporation to allow for the creation and issue of a
new class of share. The intention was for one such share to be issued at some point in the future to a director of the Company,
with the share given the sole right to vote on the voluntary winding up of the Company; the proposal noted that the change to
the articles would also remove the right of API ordinary shares to vote at such a meeting.
On 17 December 2024, Shareholders voted in favour of this motion however as at 31 December 2025 such a share had not yet
been issued.
Treasury Shares
In 2022, the Company undertook a share buyback programme at various levels of discount to the prevailing NAV. There were
no shares bought back or issued or removed from Treasury during the current or previous year.
17. Reserves
The detailed movement of the below reserves for the years to 31 December 2025 and 31 December 2024 can be found in
the Statement of Changes in Equity on page 36. The reserves below represent the cumulative earnings of the Company
which are likely available for distribution to shareholders in the future.
Retained earnings
This is a distributable reserve and represents the cumulative revenue earnings of the Company less dividends paid to the
Company’s shareholders.
Capital reserves
This reserve represents realised gains and losses on disposed investment properties and unrealised valuation gains and losses
on investment properties and land and cash flow hedges since the Company’s launch.
Other distributable reserves
This reserve represents the share premium raised on launch of the Company which was subsequently converted to a
distributable reserve by special resolution dated 4 December 2003.
18. Earnings per share
Basic earnings per share amounts are calculated by dividing profit/loss for the year net of tax attributable to ordinary equity
holders by the weighted average number of ordinary shares outstanding during the year. As there are no dilutive instruments
outstanding, basic and diluted earnings per share are identical. The earnings per share for the year is set out in the table below.
The following reflects the income/(loss) and share data used in the basic and diluted earnings per share computations:
2025 2024
£ £
Loss for the year net of tax
(
3,273,362
)
(
42,894,200
)
2025 2023
Weighted average number of ordinary shares outstanding during the year
381,218,977 381,218,977
Loss per ordinary share
(
pence per share
)
(
0.9
)
(
11.3
)
(Loss)/profit for the year excluding capital items (£) (128,419) 7,011,154
(
Loss
)
/profit for the year excluding capital items
(
pence per share
)
(
0.0
)
1.8
API Annual Report & Accounts Year End 31 December 2025
56
19. Dividends and Property Income Distributions Gross of Income Tax
Dividends 2025 PID
pence
Non-PID
pence
Total
Pence
PID
£
Non-PID
£
Accrued initial distribution on exiting
REIT regime
(
paid in January
)
3.0000 -
3.0000 11,436,569 -
Distribution on exiting REIT regime
(
paid in November
)
0.9213 -
0.9213 3,512,071 -
Total dividends paid 3.9213 -
3.9213 14,948,640 -
Accrued prior year distributions paid
in January
(3.0000) - (3.0000) (11,436,569) -
Total dividends for the year 0.9213 - 0.9213 3,512,071 -
On 10 January 2025 a dividend of 3.0 pence per share was paid as an initial Property Income Distribution (declared December
2024). Following an extended negotiation period with the buyers of the Company’s subsidiaries which included adjustments
to the amount of the Company’s Property Income, a final PID of 0.921274 pence per share (rounded to 0.9213 pence per share
above) was declared and paid in November 2025.
Dividends 2024 PID
pence
Non-PID
pence
Total
Pence
PID
£
Non-PID
£
Quarter to 31 December of prior year
(
paid in February
)
0.3980 0.6020
1.0000 1,517,252 2,294,938
Quarter to 31 March
(
paid in May
)
1.0000 - 1.0000 3,812,190 -
Quarter to 30 June (paid in August) 0.4500 0.5500
1.0000 1,715,485 2,096,705
Quarter to 30 September (paid in
November
)
0.3000 0.7000
1.0000 1,143,657 2,668,533
Total dividends paid 2.1480 1.8520
4.0000 8,188,584 7,060,176
Distribution on exiting REIT regime
(
paid after year end
)
3.0000 -
3.0000 11,436,569 -
Prior year dividends
(
per above
)
(
0.3980
)
(
0.6020
)
(
1.0000
)
(
1,517,252
)
(
2,294,938
)
Total dividends paid for the year 4.7500 1.2500
6.0000 18,107,901 4,765,238
20. NAV per share
The NAV attributable to ordinary shares is based on the most recent valuation of the investment properties.
2025 2024
Number of ordinary shares at the reporting date
381,218,977 381,218,977
2025 2024
£ £
Total equity per audited financial statements
12,141,829 30,363,831
NAV per share
(
p
)
3.2 8.0
API Annual Report & Accounts Year End 31 December 2025
57
21. Related Party Disclosures
Directors’ remuneration
The Directors of the Company are deemed as key management personnel and received fees for their services. Total fees for
the year were £121,396 (2024: £389,757) none of which remained payable at the year-end (2024: nil).
abrdn Fund Managers Limited, as the Manager of the (former) Group from 10 December 2018, (formerly Aberdeen Standard
Fund Managers Limited), received fees for their services as investment managers. Further details are provided in note 4.
2025 2024
£ £
Mike Balfour
57,000 46,000
Mike Bane 50,000 40,000
James Clifton-Brown
- 55,000
Jill May
- 42,500
Sarah Slater
- 40,000
One-off fee*
- 110,000
Employers’ national insurance contributions
14,251 41,746
121,251 375,246
Directors’ expenses 145 14,511
121,396 389,757
* As noted in the Directors’ Remuneration Report on page 27, during 2024, each Director received a one-off fee of £20,000
with the Former Chair receiving £30,000 to partially reflect the additional work performed over the strategic review
conducted in 2023.
Distributions from Subsidiaries
While part of the (former) Group, the Company received £21.1m by way of distributions from its immediate wholly owned
subsidiary abrdn Property Holdings Limited during 2024. No such distributions were received in 2025.
22. Segmental Information
The Board has considered the requirements of IFRS 8 ‘operating segments’. The Board is of the view that the Company is
engaged in a single segment of business, being property investment and in one geographical area, the United Kingdom.
23. Non-Going Concern adjustment for estimated costs of disposal of property portfolio
As explained in note 2 the Company’s financial statements are no longer prepared on a going concern basis. The Board have
assessed the consequences of this and the decision made in May 2024 to realise the (former) Group’s portfolio of assets and
return the proceeds to shareholders. The Board concluded that it was appropriate to accrue for the estimated costs of
disposal and reduce the fair market value of investment property and land by this amount.
2025
2024
£
£
Fair Value of Land 6,750,000
10,000,000
Assumed average sales costs of 1.25% - (125,000)
Revised anticipated sales costs
(
247,750
)
-
Aberdeen disposal fee
(
27,000
)
(
40,000
)
Estimated disposal costs
(
274,750
)
(
165,000
)
Carrying Value 6,475,250 9,835,000
The assumed rate of 1.25% as recognised in 2024 (see table above) represented the best estimate of a reasonable sales cost
for Far Ralia at the time. Since this time, a new marketing approach has been undertaken, and a revised agreement has been
signed with the Company’s appointed agent – the revised anticipated sales costs are reflective of this new agreement in
addition to anticipated legal fees. The Aberdeen disposal fee has been calculated in accordance with the terms of the revised
IMA as explained in note 4a.
API Annual Report & Accounts Year End 31 December 2025
58
24. Commitments and Contingent Liabilities
The Company had no contracted capital commitments as at 31 December 2025 (31 December 2024: £nil).
As discussed in note 4, following the Shareholder vote to place the (former) Group into a Managed Wind-Down, a new
agreement with the Investment Manager was signed effective 31 May 2024. As part of this agreement, the Investment
Manager was entitled to an Incentive Fee payable following the sale of the final investment. This fee was only payable if both
the Gross Disposal Proceeds were equivalent to not less than 90% (£366,651,000) of the May 2024 Portfolio Value
(£407,390,000) and all assets were disposed of prior to 28 November 2025.
Following the sale of the Company’s subsidiaries on 29
th
November 2024, the interest in the land at Far Ralia became the sole
remaining asset to be sold. As at 31 December 2025, Far Ralia remains owned by the Company and this Incentive fee will no
longer be payable to the Investment Manager, regardless of the value achieved.
However, as detailed further in note 4a, the Investment Manager will receive a Disposal fee of 0.4% of the Gross Disposal Price.
25. Events after the balance sheet date
Estimated Costs of Disposal
As detailed in notes 2.1 and 23, the Company’s financial statements are no longer prepared on a going concern basis, and the
fair market value of land has been reduced by an accrual for the estimated costs of disposal (including both legal and agent
fees). Under the terms of the revised agreement, the ultimate fee payable will likely be impacted by both the agreed sales
price and timeline to eventual sale.
API Annual Report & Accounts Year End 31 December 2025
59
Alternative Performance Measures (unaudited)
Until the sale of the Company’s subsidiaries on 29 November 2024, the Company historically used the following Alternative
Performance Measures (APMs):
Dividend Cover
NAV Total Return
Share Price Total Return
Subsequent to the sale, focus changed to the ultimate distribution to shareholders. As communicated to shareholders on 27
September 2024, the consideration for the sale to GoldenTree implied a pro-forma net asset value of 64.0 pence per share
(after adjusting for costs of the transaction). The Board have been cognisant of ensuring that the ultimate distribution following
liquidation (in addition to distributions made in the intervening period) are as close as possible to this “Target Distribution”. The
Board have therefore monitored the “Estimated Residual to Distribute” (being the “Target Distribution” less distributions made)
in comparison to the Company’s IFRS NAV.
APMs do not have a standard meaning prescribed by GAAP and therefore may not be comparable to similar measures
presented by other entities. Further details can be found in the Glossary on pages 62 to 63.
Distribution to Shareholders p per
share
31 December 2025 31 December 2024
£ £
Target Distribution 64.000
243,980,145 243,980,145
Q3 2024 Distribution – paid Nov 2024
(
1.000
)
(
3,812,190
)
(
3,812,190
)
First Interim Capital Distribution – paid Dec 2024 (52.000) (198,233,868) (198,233,868)
Second Interim Capital Distribution – paid Nov 2025
(
3.000
)
(
11,436,569
)
-
Interim Property Income Distribution – paid Jan 2025
(
3.000
)
(
11,436,569
)
(
11,436,569
)
Final Property Income Distribution – paid Nov 2025 (0.921)
(3,512,071) -
Change in Far Ralia Valuation
(
0.881
)
(
3,359,750
)
-
Estimated Residual to Distribute 3.197
12,189,128 30,497,518
IFRS NAV 3.185 12,141,829 30,363,831
Variance
(
0.012
)
(
47,299
)
(
133,687
)
p per share
(
0.012
)
(
0.035
)
Ongoing Charges
31 December 2025 31 December 2024
£ £
Average NAV
23,735,662 229,423,778
Investment management fees 200,000 1,399,114
Other administration expenses
746,191 4,704,605
Other direct property expenses
5,526 2,447,020
Less: Fees associated with strategic review and aborted merger
- (3,199,420)
Service charge billed to the
(
former
)
Group in respect of void units - 1,037,936
Finance lease interest
- 33,768
Total ongoing charges
951,717 6,423,023
As a % of average NAV 4.0% 2.8%
Total ongoing charges
(
as above
)
951,717 6,423,023
Less: Other direct property expenses
(5,526) (2,447,020)
Less: Valuation Fees
(
12,000
)
(
57,835
)
Less: Finance Lease Interest
-
(
33,768
)
Less: Service charge billed to the (former) Group in respect of void
units
- (1,037,936)
Total ongoing charges less direct property expenses
934,191 2,846,464
As a % of average NAV 3.9% 1.2%
API Annual Report & Accounts Year End 31 December 2025
60
ESG Performance
Sustainability Performance
This section provides voluntary disclosures in relation to
Streamlined Energy and Carbon Reporting (SECR) under
the Companies (Directors' Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations
2018 and carbon metrics in line with the Taskforce for
Climate-Related Financial Disclosures (TCFD). Previously,
the Company voluntarily reported in full on SECR and
TCFD recommendations. However, due to the wind-down
of operations, full SECR and TCFD reporting has been
discontinued.
Explanatory notes on methodology
Reporting Period
Sustainability data in this report covers historic periods
prior to the sale of the Company’s subsidiaries which
included the disposal of the (former) Group’s entire
Investment Property portfolio barring its interest in the land
at Far Ralia.
Following this disposal, there are no physical premises for
which emissions are measured.
Far Ralia
The woodland creation project at Far Ralia is progressing
well. The last phase of planting completed in 2025, and
survival rates remain higher than anticipated despite the
prolonged droughts of that year. Our forestry consultants
advise that this is due to our adopting the invert mounding
technique during ground preparation, which improves soil
aeration and water retention, while reducing
waterlogging and competition from weeds. Following
planting, the project was successfully registered with the
Woodland Carbon Code, and 328,940 Pending Issuance
Units (PIUs) allocated to the project, in line with
expectations. Biodiversity is already increasing on the site,
as demonstrated by a moth monitoring project that
identified more than 100 separate moth taxa, many of
which are associated with the growing saplings and
shrubs.
Emissions Calculation
Emissions were calculated in line with the GHG Protocol
using UK Government location-based conversion factors.
Scope 1 emissions included emissions from gas
consumption and f-gas (refrigerant) losses where
applicable. Scope 2 emissions were those from landlord
consumption of purchased electricity.
Normalisation
Net lettable area (NLA) was used as the denominator for
all intensities reported in this section. This was the most
appropriate choice for the Company’s portfolio as it was
the most widely available metric. It enabled year-on-year
comparisons within the portfolio to be made.
Renewable Energy
In the prior reporting period, all landlord-procured
electricity was from 100% renewable sources. Gas
consumed was not from renewable sources.
Absolute greenhouse gas emissions
For the purposes of Streamlined Energy and Carbon
Reporting (SECR), total Scope 1 and 2 emissions are also
summarised in the following table. Total Landlord Energy
Consumption (kWh) used to calculate Scope 1 and 2
emissions was also outlined in the table below, and a
breakdown of energy type was included in the Absolute
Energy Consumption table. Note that the Total Scope 1
and 2 Emissions reported below included emissions
associated with refrigerant losses as well as energy
consumption, for the years where there were reported
refrigerant losses. Please note that data has been
included back to 2019, which has been chosen as the
baseline year for reporting (primarily given that it was not
influenced by energy/carbon reductions associated with
COVID-19 restrictions). Percentage change have been
provided on a 2024 vs 2023 basis, and 2024 vs 2019 basis.
Emissions intensity increased over time due to the inclusion
of landlord consumption associated with vacant units. It
was important to include this data, given it formed part of
the Company’s Scope 1 and 2 emissions, but, when
included in intensity calculations it had the effect of
skewing the outcome at the portfolio level.
SECR table - GHGs
Data Type (all figures absolute) 2019 (EPRA) 2020 (EPRA) 2021 (EPRA) 2022 (EPRA) 2023 (EPRA) 2024 (EPRA)
% Change
2024 vs
2023
% Change
2024 vs
2019
Total Scope 1/2 GHG Emissions
(tCO2e)
1,496 1,384 1,264 1,013 1,394 1,038 -26% -31%
Emissions Intensity (kgCO2e/m2
NLA) - Scopes 1&2
16.0 12.2 15.6 11.1 13.8 19.2 39% 20%
Total Landlord Energy
Consumption (kWh)
6,401,310 6,211,751 6,055,022 5,201,407 7,108,476 7,108,476 -25% -17%
API Annual Report & Accounts Year End 31 December 2025
61
Taskforce for Climate Related Financial Disclosures
(TCFD)
Core TCFD metrics for the Fund for the 2024 period are
disclosed in the below table.
2024
Total Scope 1 Emissions 459
Total Scope 2 Emissions 578
Total Scope 1 + 2 Emissions 1,037
Total floor area (m
2
) - with associated Scope 1 & 2
emissions
54,005
Total GAV (£million) - with associated Scope 1 & 2
emissions
81
Scope 1 and 2 GHG Intensity (tCO2e/m2) 0.019
Scope 1 and 2 GHG Intensity (tCO2e/£M) 13
Sustainability certifications
Following the disposal of the subsidiary companies, the
Company no longer has any investment properties in its
portfolio. Historically, three assets in the portfolio had
BREEAM ratings; 54 Hagley Road in Birmingham (BREEAM
Rating: Very Good),The Pinnacle in Reading (BREEAM
Rating: Excellent) and Glass Futures in St Helens (BREEAM
Rating: Very Good).
Social Indicators
Health & Safety
Excluding the open moorland at Far Ralia, every asset in
the portfolio was subject to a health and safety inspection
during the reporting year, with no incidents of non-
compliance with regulations identified.
Community Engagement
Our community engagement activities were focused
around community and charity engagement activities
arranged by our property manager particularly at multi-
let offices.
API Annual Report & Accounts Year End 31 December 2025
62
Glossary
Annual rental income Cash rents passing at the Balance Sheet date.
Average debt maturity
The weighted average amount of time until the maturity of the (former) Group’s debt
facilities.
Break option
A break option (alternatively called a ‘break clause’ or ‘option to determine’) is a
clause in a lease which provides the landlord or tenant with a right to terminate the
lease before its contractual expiry date, if certain criteria are met.
Contracted rent
The contracted gross rent receivable which becomes payable after all the occupied
incentives in the letting have expired.
Covenant strength
This refers to the quality of a tenant’s financial status and its ability to perform the
covenants in a Lease.
Dividend cover
The ratio of the company’s net surplus after tax (excluding capital items) to the
dividends paid.
Dividend yield Annual dividend expressed as a percentage of share price on any given day.
Earnings per share (EPS)
Surplus for the period attributable to shareholders divided by the weighted average
number of shares in issue during the period.
ERV The estimated rental value of a property, provided by the property valuers.
Fair value
Fair value is defined by IFRS 13 as ‘the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at
the measurement date’.
Fair value movement
Fair value movement is the accounting adjustment to change the book value of an
asset or liability to its market value, and subsequent changes in market value.
Financial resources Uncommitted cash balances plus undrawn element of revolving credit facility.
Gearing ratio
Calculated as gross borrowings (excluding derivative valuation) divided by total
assets (less derivative valuations). The Articles of Association of the Company have
a 65% gearing ratio limit.
(
Former
)
Group abrdn Property Income Trust Limited and its former subsidiaries (see Note 10).
IFRS International Financial Reporting Standards.
Index linked
The practice of linking the review of a tenant’s payments under a lease to a published
index, most commonly the Retail Price Index (RPI) but also the Consumer Price Index
(
CPI
)
.
MSCI
An independent organisation supplying an expansive range of regional and global
indexes, research, performance modelling, data metrics and risk analytics across
direct property, listed and unlisted vehicles, joint ventures, separate accounts and
debt.
MSCI Benchmark
Benchmark which includes data relevant to all properties held by funds included in
the MSCI UK Quarterly Property Index.
NAV Net Asset Value is the equity attributable to shareholders calculated under IFRS.
Net initial yield (NIY)
The net initial yield of a property is the initial net income at the date of purchase,
expressed as a percentage of the gross purchase price including the costs of
purchase.
Ongoing Charges
A measure, expressed as a percentage of the average NAV for a period, of the
regular, recurring costs of running an investment company, calculated in line with
industry methodology for ongoing charges. Such recurring costs include the
investment managers fees, auditor’s fees, director’s fees and other such costs.
Detailed calculation provided on page 59.
Over-rented Space where the passing rent is above the ERV.
Passing rent The rent payable at a particular point in time.
Portfolio fair value
The market value of the property portfolio, which is based on the external valuation
provided by Knight Frank LLP.
Portfolio total return (including
Portfolio capital return and
Portfolio income return)
Combining the Portfolio Capital Return (the change in property value after taking
account of property sales, purchases and capital expenditure in the period) and
Portfolio Income Return (net property income after deducting direct property
expenditure
)
, assuming portfolio income is re-invested.
API Annual Report & Accounts Year End 31 December 2025
63
Portfolio yield Passing rent as a percentage of gross property value.
Premium/Discount to NAV
The difference between the share price and NAV per share, expressed as a
percentage of NAV. Premium representing a higher share price compared to NAV
per share, discount the opposite.
Property Income Distribution
UK REITs are required to distribute a minimum of 90% of the income from their
qualifying property rental business. This distribution is known as a Property Income
Distribution (“PID”). PIDs are taxable as UK property income in the hands of tax-paying
shareholders.
Rack-rented Space where the passing rent is the same as the ERV.
REIT
A Real Estate Investment Trust (REIT) is a single company REIT or a group REIT that
owns and manages property on behalf of shareholders. In the UK, a company or
group of companies can apply for ‘UK-REIT’ status, which exempts the company
from corporation tax on profits and gains from their UK qualifying property rental
businesses.
Rent Collection The percentage of rents paid compared to the rents invoiced over a specified period.
Rent free
A period within a lease (usually from the lease start date on new leases) where the
tenant does not pay any rent.
Reversionary yield Estimated rental value as a percentage of the gross property value.
Revolving Credit Facility (“RCF”)
A bank loan facility from which funds can be withdrawn, repaid and redrawn again
any number of times until the facility expires.
RICS
The Royal Institution of Chartered Surveyors, the global professional body promoting
and enforcing international standards in the valuation, management and
development of land, real estate, construction, and infrastructure.
Share price
The value of each of the company’s shares at a point in time as quoted on the Main
Market of the London Stock Exchange.
Share price total return
The return to shareholders, expressed as a percentage of opening share price,
calculated on a per share basis by adding dividends paid in the period to the
increase or decrease in share price. Dividends are assumed to have been
reinvested in the quarter they are paid, excluding transaction costs.
Target Distribution
As communicated to shareholders on 27 September 2024, this is the implied net asset
value of the (former) Group based on the consideration to be received from the sale
to GoldenTree Asset Management LP and equated to 64p per share.
Void rate
The quantum of ERV relating to properties which are unlet and generating no rental
income. Stated as a percentage of total portfolio ERV.
API Annual Report & Accounts Year End 31 December 2025
64
Investor Information
Alternative Investment Fund Managers
Directive (“AIFMD”) and Pre-Investment
Disclosure Document (“PIDD”)
The Company has appointed abrdn Fund Managers
Limited as its alternative investment fund manager and
Citibank UK Limited as its depositary under the AIFMD.
The AIFMD requires abrdn Fund Managers Limited, as the
Company’s AIFM, to make available to investors certain
information prior to such investors’ investment in the
Company. Details of the leverage and risk policies which
the Company is required to have in place under the AIFMD
are published in the Company’s PIDD which can be found
on its website: www.abrdnpit.co.uk. The periodic
disclosures required to be made by the AIFM under the
AIFMD are set out on page 65.
Investor Warning: Be alert to share fraud and
boiler room scams
Aberdeen has been contacted by investors informing us
that they have received telephone calls and emails from
people who have offered to buy their investment
company shares, purporting to work for Aberdeen or for
third party firms. Aberdeen has also been notified of emails
claiming that certain investment companies under our
management have issued claims in the courts against
individuals. These may be scams which attempt to gain
your personal information with which to commit identity
fraud or could be ‘boiler room’ scams where a payment
from you is required to release the supposed payment for
your shares. These callers/senders do not work for
Aberdeen and any third party making such offers/claims
has no link with Aberdeen.
Aberdeen does not ‘cold-call’ investors in this way. If you
have any doubt over the veracity of a caller, do not offer
any personal information and end the call.
The Financial Conduct Authority provides advice with
respect to share fraud and boiler room scams at:
fca.org.uk/consumers/scams
Shareholder Enquiries
For queries regarding shareholdings, lost certificates,
dividend payments, registered details and related
matters, shareholders holding their shares directly in the
Company are advised to contact the Registrar (see details
on page 66).
Changes of address must be notified to the Registrar in
writing. Any general queries about the Company should
be directed to the Company Secretary in writing (see
page 66) or by email to:
property.income@aberdeenplc.com
How to Invest in the Company
Investors can buy and sell shares in the Company directly
through a stockbroker or indirectly through a lawyer,
accountant or other professional adviser. Alternatively, for
private investors, there are a number of online dealing
platforms that offer share dealing, ISAs and other means
to invest in the Company. Real-time execution-only
stockbroking services allow you to trade online, manage
your portfolio and buy UK listed shares. These sites do not
give advice. Some comparison websites also look at
dealing rates and terms.
Discretionary Private Client Stockbrokers
If you have a large sum to invest, you may wish to contact
a discretionary private client stockbroker. They can
manage your entire portfolio of shares and will advise you
on your investments. To find a private client stockbroker
visit The Personal Investment Management and Financial
Advice Association at: pimfa.co.uk
Financial Advisers
To find an adviser who recommends on investment trusts,
visit: unbiased.co.uk
Regulation of Stockbrokers
Before approaching a stockbroker, always check that
they are regulated by the Financial Conduct Authority at:
fca.org.uk/firms/financial-services-register
How to Attend and Vote at Company Meetings
Investors who hold their shares through a platform or
share plan provider (for example Hargreaves Lansdown,
Interactive Investor or AJ Bell) and would like to attend and
vote at Company meetings (including AGMs) should
contact their platform or share plan provider directly to
make arrangements.
Investors who hold their shares through platforms and
have their shares held through platform nominees, may
not necessarily receive notification of general meetings
and are advised to keep themselves informed of
Company business by referring to the Company’s
website. Where voting is required, and the Board
encourages shareholders to vote at all general meetings
of the Company, shareholders with their holdings in
nominees will need to instruct the nominee to vote on their
behalf and should do so in good time before the meetings.
Keeping You Informed
Information about the Company can be found on its
website: www.abrdnpit.co.uk, including share price and
performance data as well as London Stock Exchange
announcements and current and historic Annual and Half-
API Annual Report & Accounts Year End 31 December 2025
65
Yearly Reports. Investors can receive updates via email by
registering on the home page of the Company’s website.
The Company’s Ordinary share price appears under the
heading ‘Investment Companies’ in the Financial Times.
Details are also available at: invtrusts.co.uk
Social Media
LinkedIn: Aberdeen Investment Trusts
X: @AberdeenTrusts
Facebook: Aberdeen Investment Trusts
YouTube: @AberdeenInvestmentTrusts
Retail Distribution
On 1 January 2014, the FCA introduced rules relating to
the restrictions on the retail distribution of unregulated
collective investment schemes and close substitutes
(non-mainstream investment products). UK REITs are
excluded from these restrictions therefore, the FCA’s
restrictions on retail distribution do not apply.
Note
Please remember that past performance is not a guide to
the future. Stock market and currency movements may
cause the value of shares and the income from them to
fall as well as rise and investors may not get back the
amount they originally invested. As with all equity
investments, the value of investment trust shares
purchased will immediately be reduced by the difference
between the buying and selling prices of the shares,
known as the market maker’s spread.
Investors should further bear in mind that the value of any
tax relief will depend on the individual circumstances of
the investor and that tax rates and reliefs, as well as the
tax treatment of ISAs, may be changed by future
legislation.
AIFMD Disclosures (unaudited)
The Manager and the Company are required to make
certain disclosures available to investors in accordance
with the AIFMD. Those disclosures that are required to be
made pre-investment are included within a pre-
investment disclosure document (“PIDD”) which can be
found on the Company’s website www.abrdnpit.co.uk.
There have been no material changes to the disclosures
contained within the PIDD since its most recent update in
April 2026.
The periodic disclosures as required under the AIFMD to
investors are made below:
Information on the investment strategy, geographic and
sector investment focus and principal stock exposures is
included in the Strategic Report;
None of the Company’s assets are subject to special
arrangements arising from their illiquid nature.
The Strategic Report, note 3 to the Financial Statements
and the PIDD together set out the risk profile and risk
management systems in place. There have been no
changes to the risk management systems in place in the
period under review and no breaches of any of the risk
limits set, with no breach expected. There are no new
arrangements for managing the liquidity of the Company
or any material changes to the liquidity management
systems and procedures employed by the Manager.
All authorised Alternative Investment Fund Managers are
required to comply with the AIFMD Remuneration Code. In
accordance with the Remuneration Code, the AIFM’s
remuneration policy in respect of its reporting period
ended 31 December 2025 is available on the website of
Aberdeen PLC.
Leverage
The table below sets out the current maximum permitted
limit and actual level of leverage for the Company:
Gross Method Committed
Method
Maximum level of
leverage
400% 250%
Actual level at 31
December 2025
68% 68%
There have been no breaches of the maximum level
during the period and no changes to the maximum level of
leverage employed by the Company. There is no right of
re-use of collateral or any guarantees granted under the
leveraging arrangement. Changes to the information
contained either within this Annual Report or the PIDD in
relation to any special arrangements in place, the
maximum level of leverage which abrdn Fund Managers
Limited may employ on behalf of the Company; the right
of use of collateral or any guarantee granted under any
leveraging arrangement; or any change to the position in
relation to any discharge of liability by the Depositary will
be notified via a regulatory news service without undue
delay in accordance with the AIFMD.
The information on pages 64 to 65 has been approved for
the purposes of Section 21 of the Financial Services and
Markets Act 2000 (as amended by the Financial Services
Act 2012) by abrdn Fund Managers Limited which is
authorised and regulated by the Financial Conduct
Authority
API Annual Report & Accounts Year End 31 December 2025
66
Directors and Company Information
Directors
Mike Balfour
Mike Bane
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Registered Number
41352
Administrator & Secretary
Northern Trust International
Fund Administration Services
(Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Registrar
Computershare Investor
Services (Guernsey) Limited
Le Truchot
St Peter Port
Guernsey GY1 1WD
Investment Manager
abrdn Fund Managers
Limited
280 Bishopsgate
London
EC2M 4AG
Independent Auditors
Grant Thornton Limited
St James Place
St James Street
St Peter Port
Guernsey GY1 2NZ
Depositary
Citibank UK Limited
Canada Square, Canary Warf
London E14 5LB
Property Valuers
Knight Frank LLP
55 Baker Street
London W1U 8AN
Solicitors
Addleshaw Goddard
Milton Gate
60 Chiswell Street
London EC1Y 4AG
Walkers (Guernsey) LLP
Helvetia Court
St Peter Port
Guernsey GY1 1AR
Broker
Winterflood Securities Limited
The Atrium Building
Cannon Building
25 Dowgate Hill
London EC4R 2GA
API Annual Report & Accounts Year End 31 December 2025
67
Annual General Meeting
Notice of the Annual General Meeting
Notice is hereby given that the Annual General Meeting of abrdn Property Income Trust Limited
(‘the Company’) will be held at the offices of Aberdeen Group plc, 1 George Street, Edinburgh EH2
2LL on 10 August 2026 at 10.00am, for the following purposes:
To consider and, if thought fit, pass the following
resolutions as ordinary resolutions:
To receive and approve the Annual Report and
Financial Statements of the Company for the year
ended 31 December 2025.
To receive and approve the Directors’ Remuneration
Report (excluding the Directors’ Remuneration
Policy) for the year ended 31 December 2025.
To approve the Company’s dividend policy to
continue to pay interim dividends.
To re-appoint Grant Thornton Limited as Auditor of
the Company until the conclusion of the next Annual
General Meeting.
To authorise the Board of Directors to determine the
Auditor’s Remuneration.
To re-elect Mike Bane as a Director of the Company.
To re-elect Mike Balfour as a Director of the
Company.
To consider and, if thought fit, pass the following
resolutions as special resolutions:
To authorise the Company, in accordance with
The Companies (Guernsey) Law, 2008, as
amended to make market acquisitions of its own
shares of 1 pence each (either for retention as
treasury shares for future resale or transfer or
cancellation) provided that;
a. the maximum number of ordinary shares
hereby authorised to be purchased shall be
14.99 percent of the issued ordinary shares on
the date on which this resolution is passed;
b. the minimum price which may be paid for an
ordinary share shall be 1 pence;
c. the maximum price (exclusive of expenses)
which may be paid for an ordinary share shall be
the higher of (i) 105 percent of the average of
the middle market quotations (as derived from
the Daily Official List) for the ordinary shares for
the five business days immediately preceding
the date of acquisition and (ii) the higher of the
last independent trade and the highest current
independent bid on the trading venue on which
the purchase is carried out; and
d. unless previously varied, revoked or renewed,
the authority hereby conferred shall expire at
the conclusion of the next Annual General
Meeting of the Company after the passing of
this resolution or on the expiry of 15 months from
the passing of this resolution, whichever is the
earlier, save that the Company may, prior to
such expiry, enter into a contract to acquire
ordinary shares under such authority and may
make an acquisition of ordinary shares pursuant
to any such contract.
1
2
3
4
5
6
7
8
API Annual Report & Accounts Year End 31 December 2025
68
That the Directors of the Company be and they
are hereby generally empowered, to allot ordinary
shares in the Company or grant rights to subscribe
for, or to convert securities into, ordinary shares in
the Company (“equity securities”) for cash,
including by way of a sale of ordinary shares held
by the Company as treasury shares, as if any pre-
emption rights in relation to the issue of shares as
set out in the listing rules made by the Financial
Conduct Authority under Part VI of the Financial
Services and Markets Act 2000, as amended, did
not apply to any such allotment of equity securities,
provided that this power:
a. expires at the conclusion of the next Annual
General Meeting of the Company after the
passing of this resolution or on the expiry of 15
months from the passing of this resolution,
whichever is the earlier, save that the Company
may, before such expiry, make an offer or
agreement which would or might require equity
securities to be allotted after such expiry and the
Directors may allot equity securities in
pursuance of any such offer or agreement as if
the power conferred hereby had not expired;
and
b. shall be limited to the allotment of equity
securities up to an aggregate nominal value of
£381,219 being approximately 10 percent of the
nominal value of the issued share capital of the
Company, as at 27 April 2026.
By Order of the Board
For and on behalf of Northern Trust International Fund
Administration Services (Guernsey) Limited
Secretary
27 April 2026
9
API Annual Report & Accounts Year End 31 December 2025
69
Annual General Meeting
Notes to the notice of Annual General Meeting
A form of proxy is enclosed with this notice. A
Shareholder entitled to attend, speak and vote is
entitled to appoint one or more proxies to exercise all
or any of their rights to attend, speak and vote at the
Meeting. A proxy need not be a Shareholder of the
Company. If you wish to appoint a person other than
the Chair of the Meeting, please insert the name of
your chosen proxy holder in the space provided on
the enclosed form of proxy.
In the case of joint holders such persons shall not
have the right to vote individually in respect of an
ordinary share but shall elect one person to
represent them and vote in person or by proxy in
their name. In default of such an election, the vote of
the person first named in the register of members of
the Company tendering a vote will be accepted to
the exclusion of the votes of the other joint holders.
You may appoint more than one proxy provided
each proxy is appointed to exercise rights attached
to different ordinary shares. You may not appoint
more than one proxy to exercise rights attached to
any one ordinary share. To appoint more than one
proxy you may photocopy the enclosed form of
proxy. Please indicate the proxy holder’s name and
the number of ordinary shares in relation to which
they are authorised to act as your proxy (which, in
aggregate, should not exceed the number of
ordinary shares held by you). Please also indicate if
the proxy instruction is one of multiple instructions
given by you. All hard copy forms of proxy must be
signed and should be returned together in the same
envelope.
The form of proxy should be completed and sent,
together with the power of attorney or authority (if
any) under which it is signed, or a notarially certified
copy of such power or authority, so as to reach
Computershare Investor Services (Guernsey)
Limited, The Pavilions, Bridgwater Road, Bristol BS99
6ZY no later than 10.00am on 6 August 2026.
Completing and returning a form of proxy will not
prevent a member from attending the Meeting in
person. If you have appointed a proxy and attend the
Meeting in person your proxy appointment will
remain valid and you may not vote at the Meeting
unless you have provided a hard copy notice to
revoke the proxy to Computershare Investor
Services (Guernsey) Limited, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not later than
6.00pm on 6 August 2026.
To have the right to attend, speak and vote at the
Meeting (and also for the purposes of calculating
how many votes a member may cast on a poll) a
member must first have his or her name entered on
the register of members not later than 6.00pm on 6
August 2026. Changes to entries in the register after
that time shall be disregarded in determining the
rights of any member to attend, speak and vote at
such Meeting.
The Directors’ letters of appointment will be available
for inspection for fifteen minutes prior to the Meeting
and during the Meeting itself.
By attending the Meeting a holder of ordinary shares
expressly agrees they are requesting and willing to
receive any communications made at the Meeting.
If you submit more than one valid form of proxy, the
form of proxy received last before the latest time for
the receipt of proxies will take precedence. If the
Company is unable to determine which form of
proxy was last validly received, none of them shall be
treated as valid in respect of the same.
A quorum consisting of one or more Shareholders
present in person, or by proxy, and holding five
percent or more of the voting rights is required for the
Meeting. If, within half an hour after the time
appointed for the Meeting, a quorum is not present
the Meeting shall be adjourned for seven days at the
same time and place or to such other day and at
such other time and place as the Board may
determine and no notice of adjournment need be
given at any such adjourned meeting. Those
Shareholders present in person or by proxy shall
constitute the quorum at any such adjourned
meeting.
The resolutions to be proposed at the Meeting will be
proposed as ordinary and special resolutions which,
to be passed, must receive the support of a majority
(in the case of the ordinary resolutions) and not less
than seventy five percent (in the case of the special
resolutions) of the total number of votes cast for, or
against, the ordinary and special resolutions
As at 27 April 2026, the latest practicable date prior
to publication of this document, the Company’s
issued share capital comprised 381,218,977
Ordinary shares of 1p excluding shares were held in
treasury. Accordingly, the total number of voting
rights in the Company at 27 April 2026 was
381,218,977 shares.
Any person holding 3% of the total voting rights in the
Company who appoints a person other than the
Chair as his proxy will need to ensure that both he
and such third party complies with their respective
disclosure obligations under the Disclosure
Guidance and Transparency Rules.
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