## 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
## 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
### 1
API Annual Report & Accounts Year End 31 December 2025
## 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.
### 2
API Annual Report & Accounts Year End 31 December 2025
## Performance Summary

| Earnings, Dividends & Costs 31 December |  | 31 December |  |
| --- | --- | --- | --- |
|  | 2025 |  | 2024 |
| IFRS Loss per share (p) | (0.9) (11.3) |  |  |

Dividends paid per ordinary share (p) 0.9 3.0
1
Dividends declared per ordinary share but not yet paid (p) -3.0
Capital Distributions (p) 3.0 52.0
2
Ongoing Charges

| 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 |  |  | 31 December |  | Change |  |
|  |  | 2025 |  | 2024 |  | % |

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)
3

| (Discount)/Premium to NAV (%) | (24.6) (13.8) |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
| Total Return 1 year |  |  | 3 year | 5 year | 10 year |
|  |  | % return | % return | % return | % return |

4
Share Price 5.5 21.6 41.3 30.6
FTSE All-Share Real Estate Investment 11.9 10.2 (2.4) (2.2)
Trusts Index
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
### 3
API Annual Report & Accounts Year End 31 December 2025

## 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

4
API Annual Report & Accounts Year End 31 December 2025
operating costs) except for the fall in valuation of Far Ralia The Board will continue to update shareholders regarding
over 2025 as shown in the NAV bridge below. 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
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
27 April 2026
cannot be sold, with their value totally dependent on the
Mike Balfour
proceeds distributed by the liquidator after all assets are
sold and liabilities paid. Furthermore, the NAV of 3.2p Chair
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.
### 5
API Annual Report & Accounts Year End 31 December 2025
## Investment Manager’s Report
for the year ended 31 December 2025
the asset. Whilst the original pricing had always been a
### Review of 2025
After the sale of aPH in November 2024, and with it the guide, it was felt that a fresh approach would benefit the
majority of the property assets, the two main workstreams sales process.
during 2025 were resolving the outstanding matters in
relation to the sale of aPH and progressing with the Following the change in agent there has been an increase
marketing of the Company’s final asset, Far Ralia. in the levels of interest, albeit the number of potential
buyers for this type of asset is very limited. In addition, the
Given the size and complexity of the aPH transaction, market for natural capital investments is noticeably slower
there were a number of matters that had to be resolved than more standard commercial property. Current
including the final completion accounts and service sentiment around ESG has weakened as has the
charge reconciliations at a variety of the multi-let confidence around the future pricing of carbon units.
properties. These were worked through in conjunction Given that a significant proportion of the value in Far Ralia
with various external consultants, and once concluded is linked to the Pending Issuance Units (PIUs) that have now
allowed the final Property Income Distribution and a been validated, this has impacted the conviction of
Return of Capital to be paid towards the end of the year. potential buyers.
Far Ralia Outlook for 2026
As shareholders will be aware, the Company only holds The impact of the various ongoing global conflicts, in
one property asset which is its land holding in the particular in the Middle East, could cause further delay in
Cairngorms. Far Ralia is a 3,633-acre estate which was the disposal of Far Ralia. It is widely anticipated that there
acquired as part of the Company’s Net Zero strategy and will be an increase in UK inflation due to the constrained oil
on which the Company has undertaken an extensive tree supply, which in turn could lead to a reactive increase in
planting programme. This was completed during the year, the Bank of England interest rates. Any increase in the cost
along with a further “beating-up” exercise whereby failed of capital and the risk-free rate may reduce investor’s
saplings were replaced. As was noted in the Interim appetite and/or their pricing expectations.
Report, the failure rate at Far Ralia was below expectations
and well within capital expenditure forecasts. However, it remains the key focus of the Board and
Investment Manager to dispose of Far Ralia and liquidate
As part of the planting scheme, the Company will receive the Company as quickly and efficiently as possible. The
£1.65m in grant funding from Scottish Forestry. Due to the Board and Investment Manager are acutely aware of the
change in ownership of Far Ralia, whereby it was balance in maximising a sale price for Far Ralia with the
transferred from aPH to abrdn Property Income Trust, time taken to do so and the resultant running costs of the
extra-legal and registration hurdles had to be overcome Company, and this will influence any future decisions.
with the Scottish Government resulting in a delayed
### payment of the grant funding. All the legal Valuation
documentation, including Standard Security, has now The sole remaining asset, Far Ralia, is valued quarterly by
been completed, and we await the payment from Scottish Knight Frank LLP under the provisions of the RICS Red Book.
Forestry. As at 31 December 2025 it was valued at £6.75m.
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
### 6
API Annual Report & Accounts Year End 31 December 2025
## Stakeholder Engagement
for the year ended 31 December 2025
This section explains how the Directors have promoted the ᶡFollowing the sale of the Company’s subsidiaries to
success of the Company for the benefit of its members as GoldenTree Asset Management LP in November 2024, the
a whole during the financial year to 31 December 2025. Company ceased being a member of the REIT regime. A
consequence of which was that the Company was
The Directors take into account the likely short and long-
required to ensure that 100% of the accumulated income
term consequences of decisions, the need to foster
profits of the (former) Group’s UK property rental business
relationships with all stakeholders and the impact of the
were distributed to shareholders; while a member of the
Company’s operations on the environment, in
REIT regime there was a requirement to distribute at least
accordance with the UK Code on Corporate Governance.
90% of this each year – meaning there was now a
requirement to distribute the retained amounts not
### The Role of the Directors previously distributed. To that effect, an initial payment of
The Company was a REIT until 29 November 2024 and is 3p per share was paid to shareholders on 10 January 2025
now an Investment Company whose shares are listed on with the balancing payment of 0.921274p being made on
13 November 2025. This was calculated after a
the London Stock Exchange. It has no Executive Directors
protracted period of negotiation with the buyer as
or employees and is governed by a Non-Executive Board
detailed below and a review by the Company’s appointed
of Directors. Its main stakeholders are Shareholders, the
tax advisors.
Investment Manager, Service Providers, Scottish Forestry,
the Environment and the Community.
ᶡAfter the initial completion of the sale of the subsidiaries
noted above, there was a protracted period of negotiation
As set out in the Corporate Governance Report, the Board
with the buyer regarding the final completion accounts
has delegated day-to-day management of the assets to
(which were subject to review by both sides) and the
the Investment Manager and either directly or through the
handover of Service Charge reconciliations (including any
Investment Manager, the Company employs key suppliers
shortfalls due to voids due from the Company) and
to provide services in relation to property management,
subsequent receipts by tenants relating to the Company’s
valuation, legal and tax requirements, auditing, depositary
period of ownership. At all times, the Board and
obligations and share registration, amongst others. All
Investment Manager were cognisant of ensuring that the
decisions relating to the Company’s investment policy,
best possible outcome for shareholders was achieved as
investment objective, dividend policy, gearing, corporate
part of these negotiations. Details of such amounts are
governance and strategy in general are reserved for the
given in Note 10 of the Financial Statements.
Board.
### Shareholders
The Board meets quarterly, with numerous other ad-hoc
Shareholders are key stakeholders and the Board places
meetings, and receives full information on the Company’s
great importance on communication with them. The
performance, financial position and any other relevant
Board welcomes all shareholders’ views and aims to act
information.
fairly to all shareholders.
The Board regularly reviews the performance of the
Over the past year, the Board, Investment Manager and
Investment Manager, and other service providers, to
Company’s Broker have communicated with
ensure they manage the Company effectively and that
shareholders as best they can, recognising that
their continued appointment is in the best long-term
discussions regarding the sale of Far Ralia have been
interests of the stakeholders as a whole.
ongoing with various parties making regular
communication difficult. The views of shareholders are
The Board also reviews its own performance annually to
discussed by the Board at every Board meeting, and
ensure it is meeting its obligations to stakeholders.
action taken to address any shareholder concerns. The
Engagement with key stakeholders is considered formally
Investment Manager also provided regular updates to
as part of the annual evaluation process.
shareholders and the market through the Annual Report,
Half-Yearly Report and its website.
### Strategic Activity during the Year
Notable transactions where the interests of stakeholders
The Chair offers to meet with key shareholders at least
were actively considered by the Board during the year,
annually, and the SID is available to meet shareholders as
and subsequently, include:
required.
### 7
API Annual Report & Accounts Year End 31 December 2025
provided by shareholders, with the oversight of the Board.
The Company’s AGM provides a forum, both formal and The Board receives presentations from the Investment
informal, for shareholders to meet and discuss issues with Manager at every Board meeting to help it to exercise
the Directors and Investment Manager of the Company. effective oversight of the Investment Manager and the
Company’s Strategy. The Board formally reviews the
The Board welcomes correspondence from shareholders, performance of the Investment Manager, and the fees it
addressed to the Company’s registered office. All receives, at least annually. More details on the conclusions
shareholders have the opportunity to put questions to the from the Board’s review is set out on page 19.
Board at the Annual General Meeting.
### Other Service Providers
This year’s AGM is being held at 10.00am on 10 August
The Board also ensures that the views of its service
2026 at the offices of Aberdeen PLC, 1 George Street,
providers are heard and annually reviews these
Edinburgh, EH2 2LL.
relationships in detail. The aim is to ensure that contractual
arrangements remain in line with best practice, services
The Board hopes that as many shareholders as possible
being offered meet the requirements and needs of the
will be able to attend the meeting. As set out in the Chair’s
Company and performance is in line with the expectations
Statement, shareholders are encouraged to submit
of the Board, Investment Manager and other relevant
questions in advance of the AGM by email to:
stakeholders. Reviews will include those of the Company
property.income@aberdeenplc.com.
secretary, broker and share registrar. The performance of
the Company’s auditor is reviewed annually by the Audit
### Investment Manager
Committee.
The Chair’s Statement on pages 4 to 5 and Investment
Manager’s Report on page 6 detail the key investment
### The Community and the Environment
decisions taken during the year and subsequently. The
The Board and the Investment Manager have always
Investment Manager has continued to manage the
been committed to investing in a responsible manner.
Company’s assets in accordance with the mandate
### 8
API Annual Report & Accounts Year End 31 December 2025
## Strategic Overview
for the year ended 31 December 2025
recognised industry performance measures both in the
### Objective
The objective, and purpose, of the Company is to realise all Real Estate and Investment Trust industry and helped to
of its assets in an orderly manner in accordance with the assess the overall performance of the portfolio and the
resolutions passed at the Extraordinary General Meeting Company.
on 28 May 2024.
Following the disposal of the Company’s subsidiaries on 29
November 2024 including the entire Investment Portfolio
### Investment Policy and Business Model
(excluding its interest in the land at Far Ralia) and the
The Directors have achieved this investment objective by
subsequent return of capital (52p in December 2024 and
effecting an orderly realisation of the majority of its assets
3p during November 2025), these APMs were no longer
balancing maximising returns for Shareholders against
deemed relevant for the Company, with the focus now
the timeframe for disposal and return of capital. The
being on the sale of the remaining property, minimising
Company has ceased to make any new investments or to
costs, the liquidation of the Company and return the cash
undertake capital expenditure except as deemed
to shareholders.
necessary or desirable by the Board in connection with the
sale of assets, primarily where such expenditure was
### Principal Risks and Uncertainties
necessary to protect or enhance the realisable value of an
The Board ensures that proper consideration of risk is
asset.
undertaken in all aspects of the Company’s business on a
regular basis. The Board have assessed the Company’s
The net proceeds from realisations have been used to
principal risks as summarised below:
repay borrowings and make timely returns of capital to
shareholders (net of provisions for the Company’s costs
Delays in the eventual liquidation of the Company.
and expenses) in such manner as the Directors
considered appropriate. The eventual liquidation of the Company is dependent on
the timing of the sale of the Company’s sole remaining
Any amounts received by the Company during the asset, Far Ralia and the eventual recovery of grant income
Managed Wind-Down that have not been used to repay from Scottish Forestry; the Board will provide an update to
borrowing or repaid to shareholders are held by the Shareholders if this position changes. The risk therefore is
Company as cash on deposit and/or as cash equivalent that any delays in the sales process will impact not just the
securities, including short-dated corporate bonds or other timing of the liquidation but also potentially the scale of
cash equivalents, cash funds or bank cash deposits final distribution to shareholders (see below). The risk is
(and/or funds holding such investments), prior to the full mitigated by an active marketing process including a
liquidation of the Company. change in marketing strategy implemented during the
year. Legal documentation in relation to Grant Funding
Any material change to the investment policy of the has now concluded and validation of PIUs from the
Company may only be made with the prior approval of its Woodland Carbon Cide has been received (which would
Shareholders. likely be a requirement for any prospective buyer).
Scottish Forestry consent will still be required as part of the
### The Board sales process. Furthermore, the Board has been in contact
As at 31 December 2025, the Board consisted of a Non- with the potential liquidators regarding the timing of when
Executive Chair and one Non-Executive Director. The they could be appointed and the retention they would
names of those Directors who held office during the year require.
to 31 December 2025 and at the date of this report appear
on page 12. The ultimate total distribution to shareholders is less
than expected.
### Key Performance Indicators
To mitigate this risk, the Board received regular updates
The Board has historically reviewed performance on a
from the Investment Manager during the initial negotiation
quarterly basis against a number of key measures which
period for the subsidiary sale and subsequent negotiation
were considered to be alternative performance
over post completion matters (which have now
measures (“APMs”). These APMs were in line with
concluded) - establishing a prudent buffer at the point of
### 9
API Annual Report & Accounts Year End 31 December 2025
initial capital distribution to Shareholders during policies or failure to comply with accounting standards
December 2024 and again at the point of the secondary could lead to misreporting or breaches of regulations.
distribution during November 2025 (via the Redeemable
ᶡOperational – failure of the Investment Manager’s
Bonus Share issues). The ultimate distribution to
accounting systems or disruption to the Investment
shareholders is highly dependent on the timing of the sale
Manager’s business, or that of third-party service
of Far Ralia and the resultant sales price achieved; the
providers, could lead to an inability to provide accurate
former is likely to impact the accumulated ongoing
reporting and monitoring, leading to loss of shareholder
running costs prior to liquidation (i.e. longer period to
confidence.
liquidation, higher running costs). This risk is mitigated
through the regular review of forecast costs, scrutiny of ᶡBusiness continuity – risks to any of the Company’s
the selling agent, and proactive discussions with the service providers or properties, following a catastrophic
potential liquidator. There still remains a risk around any event e.g. terrorist attack, cyber-attack, power
unforeseen outcomes / liabilities associated with the disruptions or civil unrest, leading to disruption of service,
loss of data etc.
former subsidiaries (relating to the Company’s period of
ownership). While there are few avenues for mitigation of
ᶡCyber – the risk of large-scale network disruption
such a risk at present, the likelihood has been deemed low
through various forms such as hacking, malware,
given the robust governance and due diligence with which
phishing, DDOS, data breach or loss. In addition, Artificial
these subsidiaries were managed and sold.
Intelligence and it's potential use in cyber attacks
Environmental. The Board seeks to mitigate and manage all risks through
review, policy setting and enforcement of contractual
Extreme weather events both in the UK and globally are
obligations. It also regularly monitors the investment
becoming a more regular occurrence due to climate
environment and where the Company’s cash is invested.
change, the impact of the environment on property and
on the wider UK economy is seen as an increasing risk.
Details of the Company’s internal controls are described in
Environmental risk was historically considered as part of
more detail in the Corporate Governance Report on
each purchase and monitored on an ongoing basis by the
pages 17 to 22.
Investment Manager.
### Given the nature of the asset, the Company have taken Emerging Risks
The Board continues to monitor emerging risks in
out Insurance covering physical loss, destruction or
accordance with its risk management framework.
damage (including fire).
ᶡ Future of the Company
Other Risks.
Following the approval by shareholders in May 2024 to
Other risks faced by the Company include the following:
change the (former) Group’s Investment Policy placing
ᶡTax efficiency – following the change in structure of the the Company and its former subsidiaries into a Managed
(former) Group on 29 November 24, the Company can and Orderly Wind-Down, and the subsequent disposal of
no longer qualify for REIT Tax status. As such, there is a these subsidiaries to GoldenTree Asset Management LP in
clear risk that the Company can no longer be seen as a November 2024, there now exists a clear risk around the
tax efficient investment vehicle for shareholders. In
ultimate liquidation process itself. Once in liquidation, the
addition a future delisting may ultimately impact
Company’s shares will no longer be traded on a stock
shareholders invested via tax efficient wrappers such as
exchange, and shareholders will not be able to realise their
ISAs.
investments and will be dependent on the liquidator who
will assume responsibilities over the operational
ᶡRegulatory – breach of regulatory rules could lead to
management of the Company during the liquidation
the suspension of the Company’s Stock Exchange
Listing, financial penalties or a qualified audit report. As period. The length of the liquidation itself and timing of
part of this, the Board also considers the risk of failing to ultimate distributions relating to any residual cash due to
provide open and relevant level of communication with shareholders would be at their discretion.
shareholders and the market.
ᶡ Economic and Geopolitical
ᶡFinancial – inadequate controls by the Investment
The current economic and geopolitical environment is
Manager or third-party service providers could lead to
misappropriation of assets. Inappropriate accounting unpredictable, and changing rapidly, and this may affect
real estate valuations and/or deter prospective buyers,
### 10
API Annual Report & Accounts Year End 31 December 2025
increasing the risk relating to the quantum and timing of After review, the Board are confident that the Company
the sale of Far Ralia. has sufficient resources to be able to meet its liabilities as
they fall due. However, it also acknowledges that the
ᶡ Climate Company can no longer be considered viable given there
is a clear intention to liquidate the Company and return
There continues to be a "greenlash" against climate
surplus cash to shareholders.
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. Approval of Strategic Report
The Strategic Report comprises the Performance
Summary, Chair’s Statement, Investment Manager’s
### Viability Statement
Review, Stakeholder Engagement and Strategic
The Company’s sole remaining property asset is the land
Overview. The Strategic Report was approved by the
at Far Ralia. Other assets comprise an investment in a
Board and signed on its behalf by:
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 27 April 2026
principal and emerging risks faced by the Company, as
Mike Balfour
detailed on pages 9 to 11.
Chair
### 11
API Annual Report & Accounts Year End 31 December 2025
## Board of Directors
### Mike Balfour Mike Bane
Chair Board member
Mike Balfour is a UK resident. He is a member of the Institute of Mike Bane is a resident of Guernsey. Mike is a member of the
Chartered Accountants of Scotland and was Chief Executive at Institute of Chartered Accountants of England & Wales and
Thomas Miller Investment Ltd from 2010 to January 2017. Prior retired as an assurance partner in Ernst & Young LLP (“EY”) in
to this, he was Chief Executive at Glasgow Investment 2018. He has over 35 years’ experience in practice with a focus
Managers and Chief Investment Officer at Edinburgh Fund on the asset management and real estate industries. He was a
Managers Limited. Mike has 39 years of investment member of EY’s EMEIA Wealth and Asset Management Board
management experience and was appointed to the Board on and was responsible for EY’s services to those industries in the
10 March 2016. He is also Chair of Fidelity China Special Channel Islands. Mike is Chair of HICL plc. In addition, he is Chair
Situations PLC. Mike is also on the board of TPT Retirement of The Health Improvement Commission for Guernsey &
Solutions. Alderney LBG.
Mike Balfour assumed the responsibilities of the Chair of the Mike Bane assumed the role of Senior Independent Director and
Company on 1 January 2025. became Chair of the Company's Audit Committee on 1 January
2025.
Contribution: During the year, Mike Balfour acted as Chair of the
Company. Contribution: During the year, Mike Bane acted as Chair of the
Audit Committee and as Senior Independent Director.
### 12
API Annual Report & Accounts Year End 31 December 2025

## 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):

13
API Annual Report & Accounts Year End 31 December 2025

|   | 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:

- The function of Alternative Investment Fund Manager, including management of the investment portfolio (delegated to abrdn Fund Managers Limited, see below)
- Company secretarial and administration services (delegated to Northern Trust International Fund Administration Services (Guernsey) Limited)
- Shareholder 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:

- select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

14
API Annual Report & Accounts Year End 31 December 2025
Company to risk are disclosed in note 3 to the financial
ᶡmake judgement and estimates that are reasonable; statements.
ᶡpresent information, including accounting policies, in a
Disclosure of Information to Auditors
manner that provides relevant, reliable, comparable and
In the case of each of the persons that are directors at the
understandable information;
time when the Annual Report is approved, the following
applies:
ᶡprovide additional disclosures when compliance with
the specific requirements in IFRS Accounting Standards
ᶡso far as they are aware, there is no relevant audit
are insufficient to enable users to understand the impact
information of which the Company’s auditors are
of particular transactions, other events and conditions
unaware; and
on the Company’s financial position and financial
performance;
ᶡthey have taken all the steps that they ought to have
taken as a director in order to make themselves aware
ᶡstate that the Company has complied with IFRS
of any relevant audit information and to establish that
Accounting Standards, subject to any material
the Company’s auditors are aware of that information.
departures disclosed and explained in the financial
statements; and
Going Concern
ᶡprepare the financial statements on a going concern The Company’s strategy and business model, together
basis unless it is inappropriate to presume that the with the factors likely to affect its future development,
Company will continue in business. performance and position, including principal risks and
uncertainties, are set out in the Strategic Report.
The Directors confirm that they have complied with the
above requirements in preparing the Financial
As set out in more detail in the Chair’s Statement on page
Statements. As detailed further in note 2.1, the Directors
4 and Note 2.1 on page 38 of the Financial Statements,
have deemed it reasonable to prepare the Company
following the results of the Extraordinary General
Financial Statements on a basis other than that of a going
Meetings held in 2024, the Company was placed into a
concern.
Managed Wind-Down with the aim of realising all assets in
The Directors are responsible for keeping adequate its portfolio in an orderly manner. It was intended that the
accounting records that are sufficient to show and explain proceeds of such sales would be utilised to repay
the Company’s transactions and disclose with reasonable borrowings and make timely returns of capital to
accuracy at any time, the financial position of the shareholders.
Company and to enable them to ensure that the Financial
Statements comply with The Companies (Guernsey) Law, As part of the Managed Wind-Down process, the
2008. They are also responsible for safeguarding the Company subsequently completed on the disposal of its
assets of the Company and hence for taking reasonable entire investment in abrdn Property Holdings to
steps for the prevention and detection of fraud, error and GoldenTree Asset Management LP on 29 November 2024.
non-compliance with law and regulations. Following this, Shareholders approved a mechanism for
returning capital; further details of which can be found in
Corporate Governance Note 16 on pages 54 to 55.
The Directors’ report on Corporate Governance is
detailed on pages 17 to 22 and forms part of the Directors’ The Directors have reviewed detailed cash flows and are
Report. satisfied that the Company will have no difficulty in
meeting its liabilities as they fall due over the foreseeable
Criminal Finances Act future given the quantity of cash retained from the initial
The Directors are fully committed to complying with all and subsequent returns of capital. However, there exists a
legislation and appropriate guidelines designed to prevent clear intention to enter liquidation at some point in the
tax evasion and the facilitation of tax evasion in the foreseeable future. As such, the Board have concluded
jurisdictions in which the Company, its service providers that it is not appropriate to adopt a Going Concern basis,
and business partners operate. and these Financial Statements have been prepared on a
basis other than that of a going concern.
Financial Instruments
The financial risk management objectives and policies Note 2.1 on page 38 of the Financial Statements includes
arising from financial instruments and the exposure of the further details on the Board’s assessment of going
### 15
API Annual Report & Accounts Year End 31 December 2025
concern and how this has impacted the presentation of The Board welcomes correspondence from shareholders
the Financial Statements themselves. in writing to the Company’s registered office (see page
66) or by email to: property.income@aberdeenplc.com
Independent Auditors
During the year Grant Thornton Limited replaced Deloitte Approved by the Board on 27 April 2026.
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 Mike Balfour
of Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL,
Chair
may be found on pages 67 to 69.
### 16
API Annual Report & Accounts Year End 31 December 2025
## Corporate Governance Report
for the year ended 31 December 2025
Introduction The Board
The Board is accountable to the Company’s shareholders Following the disposal of the Company’s subsidiaries on 29
for high standards of corporate governance. November 2024, the Board undertook a review of the
residual business and requirements for the foreseeable
The following describes how the Company has applied future. Taking account of the responsibilities which were
required to be discharged and the need to exercise
the principles identified in the UK Corporate Governance
management of the Company’s ongoing operating costs,
Code, as published in January 2024 (the “UK Code” or
three Directors (including the previous Chair) resigned
“UKCGC”), which is available on the Financial Reporting
from the Board on 31 December 2024.
Council’s (the “FRC”) website: frc.org.uk and is first
applicable for the Company’s year ended 31 December
The Board is now comprised of two Non-Executive
2025. Directors with Mike Balfour as Chair and Mike Bane as
Senior Independent Director and Chair of the Audit
The Board confirms that the Company has complied with Committee. Biographical details of each Director may be
the provisions of the UK Code, except as follows: found on page 12.
ᶡ the Board comprises two non-executive directors; this
reflects the Company’s operating model as an Both Directors are considered by the Board to be
independent of the Investment Manager and free of any
externally managed investment company which is in
relationship which could materially interfere with the
managed wind down. In particular, all of the Company’s
exercise of their independent judgement on issues of
day-to-day management and administrative functions
strategy, performance, resources and standards of
are outsourced to third parties and, as a result, the
conduct. In assessing the independence of the Chair, the
Company has no executive directors, employees or
Senior Independent Director took account of the fact that
internal operations (UK Code provision 14) (see “Chair the Chair has served over nine years as a director.
and Senior Independent Director”);
ᶡthe Board does not meet the targets for diversity set
Matters Reserved for the Board.
out in the FCA’s Listing Rules (UK Code provision 23) as a
The Board sets the Company’s objectives and ensures
result of reducing the number of Directors to the
that its obligations to its shareholders are met. It has
minimum of two, under relevant legislation, thus
formally adopted a schedule of matters which are
minimising fees and fees associated with appointing
required to be brought to it for decision, thus ensuring that
new Directors to meet diversity targets (see “Board
it maintains full and effective control over appropriate
Diversity”);
strategic, financial, operational and compliance issues.
ᶡthe composition of the Audit Committee (UK Code
provision 24): the other Director considers that it is
These matters include:
appropriate for the Chairman of the Board to be a
ᶡthe maintenance of clear investment objectives and
member of, but not chair, the Audit Committee, due to
risk management policies;
the Board’s small size, the lack of any perceived conflict
ᶡthe monitoring of the business activities of the
of interest, and because the other Director believes that
Company including through review of quarterly
Mike Balfour was independent on appointment and
management accounts;
continues to be independent (see “Audit Committee”);
ᶡmonitoring requirements such as approval of the Half-
and
Yearly Report and Annual Report and financial
ᶡthe disbanding of the Board committees, other than
statements and approval and recommendation of any
the Audit Committee, in January 2025; the Board
dividends;
considers that the UK Code (UK Code provisions 17 and
ᶡsetting the range of gearing in which the Manager may
32) is no longer relevant given the Company’s pursuit of
operate;
a managed wind down, the Board comprising only two
ᶡmajor changes relating to the Company’s structure;
Directors and the focus on simplifying corporate
ᶡBoard appointments and removals and the related
governance overall by removing the committee
terms;
structure (see “Board Committees”)
ᶡauthorisation of Directors’ conflicts or possible conflicts
of interest;
The Company has therefore not reported further in
ᶡterms of reference and membership of Board
respect of the above UK Code provisions.
Committees;
### 17
API Annual Report & Accounts Year End 31 December 2025
ᶡappointment and removal of the Manager and the honest and ethical manner. The Company takes a zero-
terms and conditions of the Management Agreement tolerance approach to facilitation of tax evasion, whether
relating thereto; and under UK law or under the law of any foreign country and
ᶡLondon Stock Exchange/Financial Conduct Authority its full policy on tax evasion may be found on its website.
– responsibility for approval of all circulars, listing
particulars and other releases concerning matters Board Diversity
decided by the Board. In the past the Board has recognised the importance of
having a range of skilled, experienced individuals with the
Full and timely information is provided to the Board to right knowledge represented on the Board in order to
enable it to function effectively and to allow the Directors allow it to fulfil its obligations. It also recognised the benefits
to discharge their responsibilities. Individual Directors are and was supportive of, and gave due regard to, the
entitled to have access to independent professional principle of diversity in its recruitment of new Board
advice at the Company’s expense where they deem it members. The Board took account of the targets set out in
necessary to discharge their responsibilities as Directors. the FCA’s Listing Rules, which are set out on the next page.
The Company maintains appropriate Directors and
Officers liability insurance. The Board has resolved that the Company’s year-end
date is the most appropriate date for disclosure purposes.
The Directors have access to the company secretarial The information in the tables on the next page has been
and administration services of the Company Secretary, provided by each Director.
Northern Trust International Administration Services
(Guernsey) Limited, through its appointed With effect from 31 December 2024, the Company no
representatives. The Company Secretary is responsible to longer meets the target that at least 40% of Directors are
the Board for: women, further to the resignations of three Directors on 31
ᶡEnsuring that Board procedures are complied with; December 2024. The Board considers that two Directors is
ᶡUnder the direction of the Chair, ensuring good the appropriate number of Directors for the Company,
information flows to the Board and its Committees, as taking account of the responsibilities which require to be
well as facilitating inductions and assisting with discharged and the need to exercise management of the
professional developments; and Company’s ongoing operating costs. Given the objective
ᶡLiaising, through the Chair, on all corporate of liquidating the Company the Board does not expect to
governance matters. undertake a recruitment exercise which would present an
opportunity to address diversity on the Board.
Management of Conflicts of Interest, Anti-Bribery
Policy and Tax Evasion Policy. Chair and Senior Independent Director
The Board has a procedure in place to deal with a situation The Chair is responsible for providing effective leadership
where a Director has a conflict of interest. As part of this to the Board, demonstrating objective judgement and
process, the Directors prepare a list of other positions held promoting a culture of openness and debate. The Chair
and all other conflict situations that may need authorising facilitates the effective contribution, and encourages
either in relation to the Director concerned or their active engagement, by each Director. In conjunction with
connected persons. The Board considers each Director’s the Company Secretary, the Chair ensures that Directors
situation and decides whether to approve any conflict, receive accurate, timely and clear information to assist
taking into consideration what is in the best interests of the them with effective decision-making. The Chair leads the
Company and whether the Director’s ability to act in evaluation of the Board and individual Directors, and acts
accordance with his or her wider duties is affected. Each upon the results of the evaluation process by recognising
Director is required to notify the Company Secretary of strengths and addressing any weaknesses. The Chair also
any potential or actual conflict situations which require engages with major shareholders and ensures that all
authorising by the Board. Any authorisations given by the Directors understand shareholder views. With effect from
Board are reviewed at each Board meeting. 1 January 2025, Mike Balfour was appointed Chair and
Mike Bane was appointed Senior Independent Director.
The Board takes a zero-tolerance approach to bribery
and has adopted appropriate procedures designed to The Senior Independent Director acts as a sounding board
prevent bribery. Aberdeen PLC also takes a zero- for the Chair. The Senior Independent Director is also
tolerance approach and has its own detailed policy and available to shareholders to discuss any concerns they
procedures in place to prevent bribery and corruption. It is may have.
the Company’s policy to conduct all of its business in an
### 18
API Annual Report & Accounts Year End 31 December 2025
Number of senior
Percentage of
Number of Percentage of positions Number in executive
executive
board members the board on the board management
management
(CEO, CFO, Chair and SID)
3
Men 2 100% 2
1 3 3 3
- N/A N/A Women - -
Not specified/prefer not to say - - -
Number of senior
Percentage of
Number of Percentage of positions Number in executive
executive
board members the board on the board management
management
(CEO, CFO, Chair and SID)
White British or other White
3
2 100% 2
(including minority-white groups)

|  | 2 | 3 |  |  |  |
| --- | --- | --- | --- | --- | --- |
| Mixed/Multiple ethnic groups - - | - |  |  |  |  |
|  | 2 | 3 |  |  |  |
| Asian/Asian British - - | - |  |  |  |  |
|  |  |  |  | 3 | 3 |
|  |  |  | N/A | N/A |  |

Black/African/Caribbean/Black
2 3
- - -
British
2 3
Other ethnic group - - -
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 evaluations are now expressed openly as part of the main
With effect from 30 January 2025, all Committees, with the Board.
exception of the Audit Committee, were formally
disbanded and their responsibilities were absorbed into ᶡRemuneration Committee – this comprised the full
the main Board. These Committees included: Board and whose responsibilities included an annual
review of the level of Directors’ fees, ensuring that they
ᶡProperty Valuation Committee – this comprised the full reflected the time commitment and responsibilities of the
Board and whose purpose was to review the independent role and were fair and comparable with those of similar
property valuation reports prior to submission to the companies. Given the objective of liquidating the
Board. The Chair of this Committee also met with the Company, the Company was no longer comparable to its
independent property valuer at least once a year to peers. Furthermore, the level of fees are now reviewed by
discuss the portfolio in full. Following the sale of the the main Board as part of their efforts to monitor and
Company’s subsidiaries (including the entire Investment reduce ongoing operating costs. Details of how the Board
Property portfolio excluding the interest in land at Far have discharged their responsibilities are covered in the
Ralia) towards the end of 2024, the scope of Directors’ Remuneration Report on pages 26 to 28.
responsibilities was materially reduced. Furthermore, the
valuation of the land at Far Ralia was assessed as a ᶡSustainability Committee – this comprised the full Board.
significant risk in terms of the final distribution to Further information is given on pages 21 to 22.
shareholders. As such the valuation is now considered by
both the Audit Committee and the main Board. The Board reviews the performance of, and contractual
arrangements with, the Investment Manager on an annual
ᶡNomination Committee – this comprised the full Board basis. The Board considered the appropriateness of the
and whose purpose was to consider the appointment of continuing appointment of the Investment Manager in
any new Directors, succession planning, committee view of the performance of the Investment Manager, the
composition and conducting annual anonymous fees payable to the Investment Manager and the notice
Board/Committee evaluations. Given the objective of period under the Management Agreement.
liquidating the Company the Board does not expect to
undertake a recruitment exercise in the future. The Board reviews the level of Directors’ fees, ensuring that
Furthermore, given the size of the Board, anonymous they reflect the time commitment and responsibilities of
evaluations were deemed impossible and such the role and are fair and comparable with those of similar
companies.
### 19
API Annual Report & Accounts Year End 31 December 2025
Performance of the Board, Tenure Policy and Re- forthcoming Annual General Meeting. The Board has
reviewed the skills and experience of Mike Balfour and
election of Directors at the Annual General Meeting
The table below sets out the Directors’ attendance at Mike Bane, as described in their individual biographies on
scheduled Board and Committee meetings during the page 12 and believes that, after evaluating the outcome of
year-ended 31 December 2025 alongside each Director’s the Board’s internal evaluation, each contributes to the
eligibility to attend. managed wind-down of the Company. The Board has no
hesitation in recommending their individual re-election to
The Board’s policy on tenure is that continuity and shareholders
experience are considered to add significantly to the
strength of the Board. However, in accordance with Audit Committee
corporate governance best practice and the need for The Audit Committee, chaired by Mike Bane throughout
regular refreshment and diversity on the Board, the Board the year, comprises both directors, and met three times
has historically not expected any of the Company’s during the year. The terms of reference of the Audit
Directors, including the Chair, to serve on the Board longer Committee may be found on the Company’s website. The
than the AGM following their ninth anniversary of Audit Committee‘s report is included on pages 23 to 25.
appointment as a Director, except in exceptional
circumstances. As set out in the 2024 Annual Report &
Internal Controls
Financial Statements, following the shareholder votes to
The Board is ultimately responsible for the Company’s
place the (former) Group into a managed and orderly
system of internal controls and risk management and for
wind-down (and the subsequent disposal of the
reviewing its effectiveness. The Board confirms that there
Company’s subsidiaries), the Board asked Mike Balfour to
is an ongoing process for identifying, evaluating and
remain and lead the Board as Chair beyond the ninth
managing the significant risks faced by the Company in
anniversary of his appointment. The Board considered
accordance with the Financial Reporting Council
that recruiting a new director would incur additional fees,
publication – Guidance on Risk Management, Internal
and given the future of the Company, may not attract
Control and Related Financial and Business Reporting (‘the
suitable candidates. Given Mike Balfour’s professional
FRC Guidance’).
experience and intimate knowledge of the Company’s
history and operation, it was felt appropriate that he
This process has been in place for the year under review
remain on the Board as Chair until a liquidator is appointed.
and up to the date of approval of this Annual Report and
Financial Statements and is regularly reviewed by the
B
Board Audit Ad Hoc
Board and accords with the FRC Guidance.
Committee
A
Mike Balfour 5/5 3/3 8/8
The process is based principally on a risk-based approach
Mike Bane 5/5 3/3 5/8
to internal control whereby a risk matrix is created that
identifies the key functions carried out by the Board, the
A The Chair of the Board was historically not a member of the
Audit Committee but, with effect from 30 January 2025, attends Investment Manager and the other service providers, the
meetings as a full member of the Committee. individual activities undertaken within those functions, the
B Including meetings held to formally approve publications risk associated with each activity and the controls
employed to minimise those risks. A risk rating is then
There are no service contracts in existence between the applied. The risk matrix is regularly updated, and the Board
Company and any Directors but each of the Directors was is provided with regular reports highlighting any material
appointed by letter of appointment which sets out the changes to risk ratings and confirming action which has
main terms of his or her appointment. The Directors’ been, or is being, taken.
appointment dates are as follows: Mike Balfour, 10 March
2016; Mike Bane, 31 January 2022. Twice a year the Board, via the Audit Committee, carries
out an assessment of internal controls by considering the
In accordance with the recommendations of the UK Code, risk matrix and documentation from the Investment
the Board has agreed that all Directors will retire annually Manager and the Company Secretary, including reports
and, if eligible, will seek re-election. from their internal audit and compliance functions.
In April 2026, the Board undertook an internal evaluation of The Board has reviewed the effectiveness of the
the Chairman, the Senior Independent Director and the Investment Manager’s system of internal control including
operation of the Board as a whole. Both Directors will retire its annual internal controls report prepared in accordance
and, being eligible, stand for re-election at the with the International Auditing and Assurance Standards
### 20
API Annual Report & Accounts Year End 31 December 2025
Board’s International Standard on Assurances to property.income@aberdeenplc.com. This year’s AGM is
Engagements (“ISAE”) 3402, “Assurance Reports on being held at 10.00am on 10 August 2026 at the offices of
Controls at a Service Organisation”. This report sets out the Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL.
Investment Manager’s internal control policies and
procedures with respect to the management of their To promote a clear understanding of the Company, its
clients’ assets and contains a report from independent objectives and financial results, the Board aims to ensure
external auditors. that information relating to the Company is disclosed in a
timely manner and once published, the interim report and
At each Board meeting, the Board monitors the annual report are available on the Company’s website
performance of the Company in comparison to its stated which can be found at: www.abrdnpit.co.uk
objective. The Board also reviews the Company’s activities
since the last Board meeting to ensure that the Investment The Chair and the Investment Manager continue to offer
Manager adheres to the agreed investment policy and individual meetings to the largest institutional and private
guidelines and, if necessary, approves changes to such client manager shareholders and they report back to the
policy and guidelines. In addition, at each Board meeting, Board on these meetings.
the Board receives reports from the Company Secretary
in respect of compliance matters and duties performed
Sustainability
on behalf of the Company. The Company’s conviction was that ESG was
fundamental to achieving its investment objectives. ESG
The Board has adopted appropriate procedures designed was therefore fully integrated into the Company’s
to prevent bribery, including regular reviews of the anti- investment process and behaviour – leveraging the
bribery policies of its suppliers. The Board has also Investment Manager’s advanced and comprehensive
framework of process, oversight and knowledge. ESG was
reviewed a statement from the Investment Manager
not considered in isolation but was seen as an opportunity
detailing arrangements in place whereby the Investment
for driving performance with ESG initiatives planned to
Manager’s staff may, in confidence, escalate concerns
maximise the return on investment.
about possible improprieties in matters of financial
reporting or other matters.
Following the shareholder vote on 28 May 2024, the
Company’s focus changed. ESG initiatives were
The (former) Group entered into arrangements to comply
suspended and future ESG projects were assessed on a
with AIFMD in 2014. The Company appointed Standard case-by-case basis if required as part of the targeted
Life Investments (Corporate Funds) Limited as its AIFM, disposal process.
which was replaced by Aberdeen Standard Fund
Managers Limited on 10 December 2018 (subsequently Historically, the Company had established a dedicated
renamed abrdn Fund Managers Limited on 1 August Sustainability Committee whose purpose was to seek to
2022), and Citibank UK Limited as its Depositary. The understand the views of key stakeholders of the Company
Depositary’s responsibilities include cash monitoring, safe- on ESG matters and took responsibility for the Company’s
keeping of any financial instruments held by the Company TCFD reporting, oversight of the Manager’s ESG and
and monitoring the Company’s compliance with climate approach, and setting and monitoring the
investment limits and leverage requirements. The AIFM Company’s ESG strategy and Carbon Net-Zero pathway.
has a permanent risk management function to ensure
that effective risk management policies and procedures Disclosures in relation to Streamlined energy and Carbon
are in place to monitor compliance with risk limits. The Reporting (SECR) and Taskforce for Climate-Related
Financial Disclosures (TCFD) are included on pages 60 to
AIFM has a risk policy which covers the risks associated
61.
with the management of the portfolio and the adequacy
and appropriateness of this policy is reviewed at least
The Company remains cognisant that extreme weather
annually by the AIFM. The AIFM presents a report to the
events as a result of climate change are becoming more
Board, via the Audit Committee, on a six-monthly basis
common and that there is an increased need of managing
confirming its compliance with AIFMD in relation to the
carbon emissions and improving energy efficiencies. The
Company.
Company remains fully supportive of the aims of achieving
Net Zero Carbon.
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
### 21
API Annual Report & Accounts Year End 31 December 2025
The Company’s Net Zero commitments were as follows: pages 13 to 16 and the Viability Statement can be found
ᶡ 2030: achieve Net Zero Carbon across all portfolio on page 11. The Independent Auditor’s Report is on pages
landlord emissions (Scope 1 & 2 - emissions that 30 to 33.
directly result from the landlord’s activities where there
is operational control, either through the purchase or
Approved by the Board on
consumption of energy or refrigerant losses)
ᶡ 2050: achieve Net Zero Carbon across all portfolio 27 April 2026
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
Mike Balfour
The Statement of Directors’ Responsibilities in respect of
the Financial Statements is on page 29 and the Statement Chair
of Going Concern is included in the Directors’ Report on
### 22
API Annual Report & Accounts Year End 31 December 2025
## Audit Committee Report
for the year ended 31 December 2025
Composition of Audit Committee ᶡWhere requested by the Board, providing advice on
Throughout the period, the Audit Committee comprised whether the annual report and financial statements,
the full Board, including the Chair of the Board, all of whom taken as a whole, is fair, balanced and understandable
were independent. Both members of the Committee are and provides the information necessary for
Chartered Accountants and are deemed to have recent shareholders to assess the Company’s position and
relevant financial experience. performance, business model and strategy.
The Audit Committee reports to the Board on its findings,
Role of the Audit Committee
The main responsibilities of the Audit Committee are: identifying any matters in respect of which the Audit
ᶡMonitoring the integrity of the financial statements of Committee considers that action or improvement is
the Company and any public announcements relating needed and making recommendations as to the steps to
to the Company’s financial performance and reviewing be taken.
significant reporting judgements contained in them;
Review of Significant Issues and Risks
ᶡReviewing the annual Going Concern assessment and In planning its work, and reviewing the audit plan with the
Viability Statement. Auditor, the Audit Committee takes account of the most
significant issues and risks, both operational and financial,
ᶡReviewing the effectiveness of the Company’s internal likely to impact on the Company’s financial statements.
financial controls and risk management systems and
The valuation of the land at Far Ralia is the most significant
bringing material issues to the attention of the Board;
risk. It was valued at the year-end by Knight Frank,
independent international real estate consultants. The
ᶡWhistleblowing and oversight – reviewing an annual
valuation was prepared in accordance with the RICS
statement from the Investment Manager detailing the
Valuation – Professional Standards, published by the Royal
arrangements whereby the Investment Manager’s staff
Institution of Chartered Surveyors, and was reviewed by
may, in confidence, escalate concerns about possible
the Audit Committee.
improprieties in relation to financial reporting or other
matters;
Full details of the valuation methodology are contained in
note 8 to the Financial Statements.
ᶡTo consider annually whether there is a need for the
Company to have its own internal audit function;
The Company is now in wind down and the Committee
considers that it is appropriate to prepare the financial
ᶡMaking recommendations to the Board, for it to put to
statements on a basis other than that of a going concern.
shareholders for their approval at a general meeting, in
Accordingly, the Company’s assets have been written
relation to the appointment of the external auditor, and
down to their recoverable amount at the Balance Sheet
to approve the remuneration and terms of engagement
date and net estimated costs of sale have been provided
of the external auditor;
for. The Committee has assessed cashflow and other
forecasts prepared by the Investment Manager and is
ᶡReviewing the external auditor’s independence and
satisfied that the Company will be able to meet its liabilities
objectivity and the effectiveness of the audit process,
as they fall due. Sufficient cash has been retained to
taking into consideration relevant professional and
enable the Company to operate until the property at Far
regulatory requirements;
Ralia has been sold, and the Company can be placed into
formal liquidation. The Committee has considered
ᶡMaking recommendations to the Board in relation to
whether it would be appropriate for the Financial
the engagement of the external auditor to supply non-
Statements to be prepared on a breakup basis but has
audit services, taking into account ethical guidance
concluded that it would not. Therefore, no provision has
regarding the provision of non-audit services by the
been made for future operating expenses.
external audit firm;
The Company’s assessment of going concern is provided
in full in Note 2.1 on page 38 of the Financial Statements.
### 23
API Annual Report & Accounts Year End 31 December 2025
Audit Committee Evaluation At each August meeting, the Audit Committee reviews the
The activities of the Audit Committee were considered as Interim Report and Financial Statements.
part of the Board appraisal process completed in
accordance with standard governance arrangements as The Audit Committee would typically meet with the
noted on page 20. A full evaluation was undertaken on the external auditor prior to the year-end to review the audit
effectiveness, roles and responsibilities of the Audit plan and identify significant risks and audit responses to
Committee in accordance with the Financial Reporting those risks. Given concerns over the perceived value for
Council’s current guidance. The evaluation found that the money with the pre-existing audit arrangements, the
Audit Committee functioned well with the right balance of Audit Committee deferred this meeting until the new year
membership and skills. and covered such discussions as part of the tendering
exercise in appointing a new auditor.
Review of Activities
The Audit Committee met three times during the year Internal Auditor
under review, in January, March, and December 2025. The Board has considered the need for an internal audit
Following the year end, the Audit Committee met in April function but, because the Company is externally
2026. managed, the Board has decided to place reliance on the
Manager’s risk management/internal controls systems
Twice a year, the Audit Committee reviews the and internal audit procedures.
Company’s compliance with the UK Code on Corporate
Governance and carries out a detailed assessment of the External Audit Process
Company’s internal controls, including review of: There are no contractual obligations which restrict the
ᶡthe Company’s risk framework, including its risk Audit Committee’s choice of external auditor. The
appetite statement and full risk matrix, enabling the on- Company’s external auditor is Grant Thornton Limited,
going identification, evaluation and management of the who were appointed as Auditor for the year ended 31
significant risks facing the Company; December 2025. Listed companies are required to tender
ᶡthe Investment Manager’s risk management and their external audit at least every ten years and to change
internal controls; auditor at least every twenty years. The Committee had
ᶡthe anti-bribery policy of the Company, and its service last undertaken an audit tender in 2018 when Deloitte LLP
providers; were appointed as auditor in respect of the financial years
ᶡthe Investment Manager’s arrangements for staff to ended on or after 31 December 2019. The appointment of
escalate concerns, in confidence, of possible Grant Thornton Limited was after careful consideration of
improprieties; and other candidates, including experience with similar assets
ᶡReviewing the performance of the auditor to Far Ralia. In addition, the proposed audit fee (as detailed
(March/April meeting only). in Note 4d) offered a considerable saving to Shareholders
when compared to the audit fee for 2024 and what was
At each March/April meeting, the Audit Committee initially proposed by the incumbent for this year.
reviews the Annual Report and Financial Statements and
receives the external auditor’s audit findings report. The Shareholders will be asked to approve the re-
external auditor is in attendance at this meeting. Following appointment of Grant Thornton as the Company’s auditor
its review, the Audit Committee provides advice to the at the AGM in August 2026.
Board on whether the Annual Report and Financial
Statements, taken as a whole, is fair, balanced, and In accordance with regulatory requirements Grant
understandable and provides the information necessary Thornton will rotate the audit partner responsible for the
for shareholders to assess the Company’s position and audit every five years. The audit partner for the Company
performance, business model, viability and strategy. is Wynand Pretorius who is in his first year of involvement in
the audit.
At each March/April and August meeting the Audit
Committee reviews the compliance of the Investment The Audit Committee reviews the provision of non-audit
Manager, as AIFM, and the depositary, in relation to their services by the external auditor. All non-audit work to be
obligations under AIFMD in respect of the Company. 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-
### 24
API Annual Report & Accounts Year End 31 December 2025
audit services. The Committee is cognisant of audit fee Approved by the Board on
levels and will keep these under review to ensure Grant
27 April 2026
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 Mike Bane
consideration the standing, skills and experience of the Audit Committee Chair
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.
### 25
API Annual Report & Accounts Year End 31 December 2025
## Directors’ Remuneration Report
For the year ended 31 December 2025
Remuneration Committee
The Board has prepared this Directors’ Remuneration Appointment.
Report which consists of two parts: a Remuneration Policy
ᶡThe Company only intends to appoint non-executive
and an annual Implementation Report. The Remuneration
Directors.
Policy is subject to a shareholder vote every three years –
ᶡAll the Directors are non-executive and are appointed
most recently voted on at the AGM on 11 August 2025
under the terms of letters of appointment.
where the proxy votes on the relevant resolution were: For
ᶡDirectors must retire and be subject to re-election at
– 64,724,113 votes (90.8%); Against – 6,204,578 votes
the first AGM after their appointment; the Company has
(8.7%); and Withheld votes – 376,103 (0.5%). The
also determined that every Director will stand for re-
Remuneration Policy will next be put to a shareholder vote
election at each AGM.
at the AGM in 2028. The annual Implementation Report is
ᶡNew appointments to the Board will be placed on the
subject to an advisory vote by shareholders.
fee applicable to all Directors at the time of appointment.
ᶡNo incentive or introductory fees will be paid to
The law requires the Company’s auditor to audit certain of
encourage a directorship.
the disclosures provided in this report. Where disclosures
ᶡDirectors are not eligible for bonuses, pension benefits,
have been audited, they are indicated as such. The
share options, long term incentive schemes or other
independent auditor’s opinion is included on pages 30 to
benefits.
33.
ᶡThe Company indemnifies its Directors for all costs,
charges, and losses together with certain expenses and
The fact that the Remuneration Policy is subject to a
liabilities which may be incurred in the discharge of
shareholder vote at least every three years does not imply
duties, as a Director of the Company.
any change on the part of the Company. The principles
remain the same as for previous years. There have been
Performance, Service Contracts, Compensation
no changes to the Directors’ Remuneration Policy during
and Loss of Offices.
the period of this Report.
ᶡThe Directors’ remuneration is not subject to any
performance-related fee.
Remuneration Policy
ᶡNo Director has a service contract.
This part of the Remuneration Report provides details of
ᶡNo Director was interested in contracts with the
the Company’s Remuneration Policy for its Directors,
Company during the period or subsequently.
which takes into consideration corporate governance
ᶡThe terms of appointment provide that a Director may
principles. No shareholder views were sought in setting the
be removed without notice, there are no set notice
Remuneration Policy although any comments received
periods and no compensation will be due upon leaving
from shareholders are considered on an ongoing basis.
office.
The Directors are non-executive and it is the Board’s policy ᶡNo Director is entitled to any other monetary payment
that the remuneration of Directors be reviewed annually, or to any assets of the Company.
although such review may not necessarily result in any ᶡNo Director will stand for re-election as a Director of
change. The annual review should ensure remuneration the Company later than the Annual General Meeting
reflects Directors’ duties and responsibilities, expected following the ninth anniversary of their appointment to
and actual time commitment, the level of skills and the Board unless in relation to exceptional
experience required and the need for Directors to circumstances.
maintain on an ongoing basis an appropriate level of
Directors’ & Officers’ liability insurance cover is maintained
knowledge of regulatory and compliance requirements in
by the Company on behalf of the Directors.
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.
### 26
API Annual Report & Accounts Year End 31 December 2025
Articles Limit on Directors’ Fees. As reported in the Company’s 2023 and 2024 Annual
Report & Financial Statements, given the significantly
The Company’s Articles of Association limit to £350,000
increased time spent on the Company’s affairs due to the
the aggregate annual fees payable to Directors. The limit
Strategic Review, it was agreed that each Director should
can be amended by shareholder resolution from time to
receive a one-off fee of £20,000 with the Chair receiving
time and was last increased at the Annual General
£30,000 to partially reflect the additional work performed.
Meeting in 2020.
As detailed below, this was paid in 2024.
Implementation Report
The Directors who served during the year received
remuneration as shown in the table below.
Directors’ Fees.
The level of fees for the next year, the year under review 2025 2024 %
and the preceding year are set out in the table below. change £ £
Mike Balfour 57,000 46,000 23.9%
There are no further fees to disclose as the Company has
Mike Bane 50,000 40,000 25.0%
no employees, Chief Executive or Executive Directors.
James Clifton-Brown n/a 55,000 n/a
Jill May n/a 42,500 n/a

| 2026 £** 2025 £ 2024 £ | Sarah Slater |  | n/a 40,000 n/a |  |
| --- | --- | --- | --- | --- |
| Chair 51,000 57,000 55,000 | One-off fee |  | n/a 110,000 n/a |  |
| Chair of Audit Committee * 45,000 50,000 46,000 | Employers’ national | 14,251 41,746 |  |  |
| Senior Independent Director - - 42,500 | insurance contribution |  |  |  |
| Director - - 40,000 | 121,251 375,246 (67.7%) |  |  |  |
| *From 1 January 2025, the role of Chair of Audit Committee and | Directors’ expenses 145 14,511 |  |  |  |
| Senior Independent Director is shared by the same individual. | 121,396 389,757 |  |  | 68.9% |

** 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).
Relative Company performance over 10 years
### 27
( )
API Annual Report & Accounts Year End 31 December 2025

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

28
API Annual Report & Accounts Year End 31 December 2025
## Statement of Directors’ Responsibilities
for the year ended 31 December 2025
The Directors are responsible for preparing the Annual The maintenance and integrity of the Company’s website
Report and the Company Financial Statements for each is the responsibility of the Directors through its Investment
year which give a true and fair view, in accordance with Manager; the work carried out by the auditors does not
the applicable Guernsey law and IFRS Accounting involve considerations of these matters and, accordingly,
Standards. the auditors accept no responsibility for any change that
may have occurred to the Financial Statements since they
In preparing those Financial Statements, the Directors are were initially presented on the website. Legislation in
required to: Guernsey governing the preparation and dissemination of
ᶡSelect suitable accounting policies in accordance with the financial statements may differ from legislation in
IAS 8: Accounting Policies, Changes in Accounting other jurisdictions.
Estimates and Errors and then apply them consistently;
ᶡMake judgements and estimates that are reasonable Responsibility Statement of the Directors in respect
and prudent;
of the Annual Report under the Disclosure and
ᶡPresent information, including accounting policies, in a
Transparency Rules.
manner that provides relevant, reliable, comparable and
The Directors each confirm to the best of their knowledge
understandable information;
that:
ᶡProvide additional disclosures when compliance with
ᶡThe Financial Statements, prepared in accordance
the specific requirements in IFRS Accounting Standards
with IFRS Accounting Standards, give a true and fair view
are insufficient to enable users to understand the impact
of the assets, liabilities, financial position and profit or loss
of particular transactions, other events and conditions
of the Company; and
on the Company’s financial position and financial
ᶡThe management report, which is incorporated into
performance;
the Strategic Report, Directors’ Report and Investment
ᶡState that the Company has complied with IFRS
Manager’s Review, includes a fair review of the
Accounting Standards, subject to any material
development and performance of the business and the
departures disclosed and explained in the Company’s
position of the Company, together with a description of
Financial Statements; and
the principal risks and uncertainties that they face.
ᶡPrepare the Company Financial Statements on a
going concern basis unless it is inappropriate to presume
Statement under the UK Corporate Governance
that the Company will continue in business.
Code.
The Directors each confirm to the best of their knowledge
The Directors confirm that they have complied with the
and belief that the Annual Report and Financial
above requirements in preparing the Financial
Statements taken as a whole are fair, balanced and
Statements. As detailed further in note 2.1, the Directors
understandable and provide the information necessary to
have deemed it appropriate to prepare the Financial
assess the Company’s position and performance,
Statements on a basis other than that of a going concern.
business model and strategy.
The Directors are responsible for keeping adequate
Approved by the Board on
accounting records, that are sufficient to show and explain
27 April 2026
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. Mike Balfour
Chair
### 29
API Annual Report & Accounts Year End 31 December 2025

# 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:

- 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;
- are in accordance with IFRS Accounting Standards as adopted by the European Union (EU); and
- 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 • We 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. • We assessed the independence, capabilities and objectivity of the Company' valuation expert.  |

30
API Annual Report & Accounts Year End 31 December 2025
The key audit matter How the matter was addressed in our audit
We identified valuation of land held for sale as one of the ᶡWe obtained and inspected the independent valuation
most significant assessed risks of material misstatement report prepared by the Company’s valuation expert and the
due to this being measured using inputs that are not based supporting discounted cashflow model. We assessed whether
on observable market data which are subject to the DCF methodology used to estimate the value of the land is
subjectivity, estimation uncertainty and the possibility of consistent with methods usually used by market participants
management override of controls. for similar types of instruments.
The fair value less costs to sell of land held for sale might ᶡWe agreed significant valuation inputs to independent
be misstated due to application of inappropriate sources specifically:
methodologies or inputs to the valuations and/or - We reviewed publicly available evidence on IRR
inappropriate judgemental factors. benchmarks for UK woodland carbon investments to
assess whether the applied IRR is within a reasonable
The valuation of the Company’s land involves the use of range.
significant estimates and judgements giving rise to a - We assessed the reasonableness of the carbon prices
higher risk of misstatement requiring significant audit against the Woodland Carbon Code published average
attention. WCC PIU price.
- We challenged the valuer on the basis for the carbon
Refer to the Audit Committee Report (pages 30-33); starting price and reviewed the carbon price growth
Accounting policies in pages 38-43, and Note 8, [Land], to assumptions.
the Financial Statements. - 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.
misstatement of this other information, we are required to
Other information in the Annual Report report that fact. We have nothing to report in this regard.
The directors are responsible for the other information.
The other information comprises the information included Responsibilities of the directors for the financial
in the Annual Report and Audited financial statements but statements
does not include the financial statements and our auditor’s
As explained more fully in the Statement of Directors’
report thereon.
Responsibilities set out on page 29, the Directors are
responsible for the preparation of the financial statements
Our opinion on the financial statements does not cover the
which give a true and fair view in accordance with IFRS
other information and, except to the extent otherwise
Accounting Standards as adopted by the European Union
explicitly stated in our report, we do not express any form
(EU), and for such internal control as the Directors
of assurance conclusion thereon.
determine is necessary to enable the preparation of
financial statements that are free from material
In connection with our audit of the financial statements,
misstatement, whether due to fraud or error.
our responsibility is to read the other information and, in
doing so, consider whether the other information is
In preparing the financial statements, the Directors are
materially inconsistent with the financial statements or our
responsible for assessing the Company’s ability to
knowledge obtained in the audit or otherwise appears to
continue as a going concern, disclosing, as applicable,
be materially misstated. If, based on the work we have
matters related to going concern and using the going
performed, we conclude that there is a material
### 31
API Annual Report & Accounts Year End 31 December 2025
concern basis of accounting unless the Directors either However, future events or conditions may cause the
intend to liquidate the Company or to cease operations, or Company to cease to continue as a going concern.
have no realistic alternative but to do so.
ᶡEvaluate the overall presentation, structure and content
Auditor’s responsibilities for the audit of the financial of the financial statements, including the disclosures, and
statements whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
Our objectives are to obtain reasonable assurance about
presentation.
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
We communicate with the directors regarding, among
to issue an auditor’s report that includes our opinion.
other matters, the planned scope and timing of the audit
Reasonable assurance is a high level of assurance, but is
and significant audit findings, including any significant
not a guarantee that an audit conducted in accordance
deficiencies in internal control that we identify during our
with ISAs will always detect a material misstatement when
audit.
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
We also provide the directors with a statement that we
they could reasonably be expected to influence the
have complied with relevant ethical requirements
economic decisions of users taken on the basis of these
regarding independence, and to communicate with them
financial statements.
all relationships and other matters that may reasonably be
thought to bear on our independence, and where
As part of an audit in accordance with ISAs, we exercise
applicable, actions taken to eliminate threats or
professional judgment and maintain professional
safeguards applied.
scepticism throughout the audit. We also:
From the matters communicated with the directors, we
ᶡIdentify and assess the risks of material misstatement of
determine those matters that were of most significance in
the financial statements, whether due to fraud or error,
the audit of the financial statements of the current period
design and perform audit procedures responsive to those
and are therefore the key audit matters. We describe
risks, and obtain audit evidence that is sufficient and
these matters in our auditor’s report unless law or
appropriate to provide a basis for our opinion. The risk of
regulation precludes public disclosure about the matter or
not detecting a material misstatement resulting from
when, in extremely rare circumstances, we determine
fraud is higher than for one resulting from error, as fraud
that a matter should not be communicated in our report
may involve collusion, forgery, intentional omissions,
because the adverse consequences of doing so would
misrepresentations, or the override of internal control.
reasonably be expected to outweigh the public interest
benefits of such communication.
ᶡObtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
Use of our report
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the This report is made solely to the Company’s members, as
Company’s internal control. 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
ᶡEvaluate the appropriateness of accounting policies
members those matters we are required to state to them
used and the reasonableness of accounting estimates
in an auditor’s report and for no other purpose. To the
and related disclosures made by the Directors.
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company
ᶡConclude on the appropriateness of the Directors’ use of
and the Company’s members as a body, for our audit
the going concern basis of accounting and, based on the work, for this report, or for the opinions we have formed.
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast Matters on which we are required to report by
significant doubt on Company’s ability to continue as a
exception
going concern. If we conclude that a material uncertainty
We have nothing to report in respect of the following
exists, we are required to draw attention in our auditor’s
matters in relation to which the Companies (Guernsey)
report to the related disclosures in the financial
Law, 2008 requires us to report to you if, in our opinion:
statements or, if such disclosures are inadequate, to ᶡproper accounting records have not been kept by the
modify our opinion. Our conclusions are based on the audit Company; or
evidence obtained up to the date of our auditor’s report.
### 32
API Annual Report & Accounts Year End 31 December 2025
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
### 33
API Annual Report & Accounts Year End 31 December 2025
## 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 | (951,716) 14,371,512 |  |  |  |

properties
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.
### 34
( ( ( ) ( ) ( ) ( ) ( ( ( ( ( ) ( ) ( ) ( ) ) ( ( ) ( ) ( ( ( ) ( ( ) ( ) ( ) ( ) ( ) ) ) ) ( ) ) ) ) ) ) )
API Annual Report & Accounts Year End 31 December 2025
## 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.
### 35
( ( ( ( ( ) ( ) ) ) ) )
API Annual Report & Accounts Year End 31 December 2025

## 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.

36
API Annual Report & Accounts Year End 31 December 2025
## 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.
### 37
( ) ( ) ( ( ( ) ( ) ( ) ( ( ( ( ( ( ( ) ( ) ( ( ( ( ) ) ) ) ) ) ) ) ) ) ) )
API Annual Report & Accounts Year End 31 December 2025

# 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 31st 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 29th 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 17th 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:

- Amendments to IAS 21 Lack of Exchangeability - The Effects of Changes in Foreign Exchange Rates

38
API Annual Report & Accounts Year End 31 December 2025
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
### 39
API Annual Report & Accounts Year End 31 December 2025
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.
### 40
API Annual Report & Accounts Year End 31 December 2025
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.
### 41
API Annual Report & Accounts Year End 31 December 2025
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.
### 42
API Annual Report & Accounts Year End 31 December 2025
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.
### 43
API Annual Report & Accounts Year End 31 December 2025

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.

44
API Annual Report & Accounts Year End 31 December 2025
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
- - - -
### 45
API Annual Report & Accounts Year End 31 December 2025
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.
### 46
API Annual Report & Accounts Year End 31 December 2025
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.
th
Following the sale of the Company’s subsidiaries on 29 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.
### 47
( )
API Annual Report & Accounts Year End 31 December 2025
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
th

| Valuation loss in respect of Land at Far Ralia post 29 |  |  | 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 (29,700,000) (15,350,000) - - (45,050,000)
properties
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 (220,370,037) (57,225,000) (72,390,000) (35,900,000) (385,885,037)
properties
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 |  |

### 48
( ) ( ) ( ( ( ( ( ( ) ) ) ) ) )
API Annual Report & Accounts Year End 31 December 2025
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.
### 49
( ) ( ) ( ) ) ( ( ) ( ) ( ( ) )
API Annual Report & Accounts Year End 31 December 2025
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.
th
On 29 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 |  |  |

### 50
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API Annual Report & Accounts Year End 31 December 2025
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
st
the applicable short-term deposit rates. The abrdn Liquidity fund was £16.6bn in size at 31 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%).
### 51
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API Annual Report & Accounts Year End 31 December 2025
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 | Cash and cash |  |  |  | Interest- |  |  |  | 2025 |  | Cash and cash |  |  |  | Interest- |  |  |  | 2024 |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| movement in net |  | equivalents |  | bearing loans |  |  |  | Net debt |  |  |  | equivalents |  | bearing loans |  |  |  | Net debt |  |  |
| 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 - - - - (244,517) (244,517)
costs
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.
### 52
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API Annual Report & Accounts Year End 31 December 2025
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 |  |  | Cash flow | Total |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | reserve |  | hedge reserve |  |  |  |
| £ £ |  |  |  |  |  | £ |
| 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 - - |  |  |  |  |  | - |

### 53
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API Annual Report & Accounts Year End 31 December 2025
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 |  | Number of |  |
| --- | --- | --- | --- | --- |
|  |  | shares |  | 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
### 54
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API Annual Report & Accounts Year End 31 December 2025

## 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  |

55
API Annual Report & Accounts Year End 31 December 2025
19. Dividends and Property Income Distributions Gross of Income Tax

| Dividends 2025 PID |  |  | Non-PID | Total | PID | Non-PID |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | pence | pence | Pence | £ |  | £ |
| Accrued initial distribution on exiting |  | 3.0000 - |  | 3.0000 11,436,569 - |  |  |  |
| REIT regime | paid in January |  |  |  |  |  |  |
| Distribution on exiting REIT regime |  | 0.9213 - |  | 0.9213 3,512,071 - |  |  |  |

paid in November
Total dividends paid 3.9213 - 3.9213 14,948,640 -
Accrued prior year distributions paid (3.0000) - (3.0000) (11,436,569) -
in January
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 |  | Non-PID | Total | PID | Non-PID |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | pence | pence | Pence | £ |  | £ |
| Quarter to 31 December of prior year | 0.3980 0.6020 |  | 1.0000 1,517,252 2,294,938 |  |  |  |

paid in February

| 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 |  |  | 0.3000 0.7000 | 1.0000 1,143,657 2,668,533 |

November
Total dividends paid 2.1480 1.8520 4.0000 8,188,584 7,060,176
Distribution on exiting REIT regime 3.0000 - 3.0000 11,436,569 -
paid after year end
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
### 56
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API Annual Report & Accounts Year End 31 December 2025
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.
### 57
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API Annual Report & Accounts Year End 31 December 2025
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.
th
Following the sale of the Company’s subsidiaries on 29 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.
### 58
API Annual Report & Accounts Year End 31 December 2025
## 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 |  | 31 December 2025 31 December 2024 |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | share |  |  | £ £ |  |
| 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 |  |  |  | - (1,037,936) |  |

units
Total ongoing charges less direct property expenses 934,191 2,846,464
As a % of average NAV 3.9% 1.2%
### 59
( ) ( ) ( ) ( ( ( ( ( ( ( ( ( ( ) ( ) ( ( ( ) ( ( ) ) ) ) ) ) ) ) ) ) ) ) ) ( )
API Annual Report & Accounts Year End 31 December 2025
### ESG Performance
Sustainability Performance
This section provides voluntary disclosures in relation to Emissions Calculation
Streamlined Energy and Carbon Reporting (SECR) under
Emissions were calculated in line with the GHG Protocol
the Companies (Directors' Report) and Limited Liability
using UK Government location-based conversion factors.
Partnerships (Energy and Carbon Report) Regulations
Scope 1 emissions included emissions from gas
2018 and carbon metrics in line with the Taskforce for
consumption and f-gas (refrigerant) losses where
Climate-Related Financial Disclosures (TCFD). Previously,
applicable. Scope 2 emissions were those from landlord
the Company voluntarily reported in full on SECR and
consumption of purchased electricity.
TCFD recommendations. However, due to the wind-down
of operations, full SECR and TCFD reporting has been
Normalisation
discontinued.
Net lettable area (NLA) was used as the denominator for
all intensities reported in this section. This was the most
Explanatory notes on methodology
appropriate choice for the Company’s portfolio as it was
the most widely available metric. It enabled year-on-year
Reporting Period
comparisons within the portfolio to be made.
Sustainability data in this report covers historic periods
prior to the sale of the Company’s subsidiaries which Renewable Energy
included the disposal of the (former) Group’s entire
In the prior reporting period, all landlord-procured
Investment Property portfolio barring its interest in the land
electricity was from 100% renewable sources. Gas
at Far Ralia.
consumed was not from renewable sources.
Following this disposal, there are no physical premises for
Absolute greenhouse gas emissions
which emissions are measured.
For the purposes of Streamlined Energy and Carbon
Reporting (SECR), total Scope 1 and 2 emissions are also
Far Ralia
summarised in the following table. Total Landlord Energy
The woodland creation project at Far Ralia is progressing
Consumption (kWh) used to calculate Scope 1 and 2
well. The last phase of planting completed in 2025, and
emissions was also outlined in the table below, and a
survival rates remain higher than anticipated despite the
breakdown of energy type was included in the Absolute
prolonged droughts of that year. Our forestry consultants
Energy Consumption table. Note that the Total Scope 1
advise that this is due to our adopting the invert mounding
and 2 Emissions reported below included emissions
technique during ground preparation, which improves soil
associated with refrigerant losses as well as energy
aeration and water retention, while reducing
consumption, for the years where there were reported
waterlogging and competition from weeds. Following
refrigerant losses. Please note that data has been
planting, the project was successfully registered with the
included back to 2019, which has been chosen as the
Woodland Carbon Code, and 328,940 Pending Issuance
baseline year for reporting (primarily given that it was not
Units (PIUs) allocated to the project, in line with
influenced by energy/carbon reductions associated with
expectations. Biodiversity is already increasing on the site,
COVID-19 restrictions). Percentage change have been
as demonstrated by a moth monitoring project that
provided on a 2024 vs 2023 basis, and 2024 vs 2019 basis.
identified more than 100 separate moth taxa, many of
Emissions intensity increased over time due to the inclusion
which are associated with the growing saplings and
of landlord consumption associated with vacant units. It
shrubs.
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

|  |  | % Change | % Change |
| --- | --- | --- | --- |
| Data Type (all figures absolute) 2019 (EPRA) 2020 (EPRA) 2021 (EPRA) 2022 (EPRA) 2023 (EPRA) 2024 (EPRA) |  | 2024 vs | 2024 vs |
|  |  | 2023 | 2019 |
| Total Scope 1/2 GHG Emissions | 1,496 1,384 1,264 1,013 1,394 1,038 -26% -31% |  |  |

(tCO2e)
Emissions Intensity (kgCO2e/m2 16.0 12.2 15.6 11.1 13.8 19.2 39% 20%
NLA) - Scopes 1&2
Total Landlord Energy 6,401,310 6,211,751 6,055,022 5,201,407 7,108,476 7,108,476 -25% -17%
Consumption (kWh)
### 60
API Annual Report & Accounts Year End 31 December 2025
Social Indicators
Taskforce for Climate Related Financial Disclosures
(TCFD)
Health & Safety
Core TCFD metrics for the Fund for the 2024 period are
Excluding the open moorland at Far Ralia, every asset in
disclosed in the below table.
the portfolio was subject to a health and safety inspection
during the reporting year, with no incidents of non-
2024
Total Scope 1 Emissions 459 compliance with regulations identified.
Total Scope 2 Emissions 578
Total Scope 1 + 2 Emissions 1,037
2 Community Engagement
Total floor area (m ) - with associated Scope 1 & 2 54,005
emissions
Our community engagement activities were focused
Total GAV (£million) - with associated Scope 1 & 2 81
emissions around community and charity engagement activities
Scope 1 and 2 GHG Intensity (tCO2e/m2) 0.019 arranged by our property manager particularly at multi-
Scope 1 and 2 GHG Intensity (tCO2e/£M) 13
let offices.
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).
### 61
API Annual Report & Accounts Year End 31 December 2025
## Glossary
Annual rental income Cash rents passing at the Balance Sheet date.
The weighted average amount of time until the maturity of the (former) Group’s debt
Average debt maturity
facilities.
A break option (alternatively called a ‘break clause’ or ‘option to determine’) is a
Break option 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.
The contracted gross rent receivable which becomes payable after all the occupied
Contracted rent
incentives in the letting have expired.
This refers to the quality of a tenant’s financial status and its ability to perform the
Covenant strength
covenants in a Lease.
The ratio of the company’s net surplus after tax (excluding capital items) to the
Dividend cover
dividends paid.
Dividend yield Annual dividend expressed as a percentage of share price on any given day.
Surplus for the period attributable to shareholders divided by the weighted average
Earnings per share (EPS)
number of shares in issue during the period.
ERV The estimated rental value of a property, provided by the property valuers.
Fair value is defined by IFRS 13 as ‘the price that would be received to sell an asset or
Fair value paid to transfer a liability in an orderly transaction between market participants at
the measurement date’.
Fair value movement is the accounting adjustment to change the book value of an
Fair value movement
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.
Calculated as gross borrowings (excluding derivative valuation) divided by total
Gearing ratio 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.
The practice of linking the review of a tenant’s payments under a lease to a published
Index linked index, most commonly the Retail Price Index (RPI) but also the Consumer Price Index
CPI .
An independent organisation supplying an expansive range of regional and global
indexes, research, performance modelling, data metrics and risk analytics across
MSCI
direct property, listed and unlisted vehicles, joint ventures, separate accounts and
debt.
Benchmark which includes data relevant to all properties held by funds included in
MSCI Benchmark
the MSCI UK Quarterly Property Index.
NAV Net Asset Value is the equity attributable to shareholders calculated under IFRS.
The net initial yield of a property is the initial net income at the date of purchase,
Net initial yield (NIY) expressed as a percentage of the gross purchase price including the costs of
purchase.
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
Ongoing Charges
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.
The market value of the property portfolio, which is based on the external valuation
Portfolio fair value
provided by Knight Frank LLP.
Combining the Portfolio Capital Return (the change in property value after taking
Portfolio total return (including
account of property sales, purchases and capital expenditure in the period) and
Portfolio capital return and
Portfolio Income Return (net property income after deducting direct property
Portfolio income return)
expenditure , assuming portfolio income is re-invested.
### 62
( ( ) ) )
API Annual Report & Accounts Year End 31 December 2025
Portfolio yield Passing rent as a percentage of gross property value.
The difference between the share price and NAV per share, expressed as a
Premium/Discount to NAV percentage of NAV. Premium representing a higher share price compared to NAV
per share, discount the opposite.
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
Property Income Distribution
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.
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
REIT 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.
A period within a lease (usually from the lease start date on new leases) where the
Rent free
tenant does not pay any rent.
Reversionary yield Estimated rental value as a percentage of the gross property value.
A bank loan facility from which funds can be withdrawn, repaid and redrawn again
Revolving Credit Facility (“RCF”)
any number of times until the facility expires.
The Royal Institution of Chartered Surveyors, the global professional body promoting
RICS and enforcing international standards in the valuation, management and
development of land, real estate, construction, and infrastructure.
The value of each of the company’s shares at a point in time as quoted on the Main
Share price
Market of the London Stock Exchange.
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
Share price total return
increase or decrease in share price. Dividends are assumed to have been
reinvested in the quarter they are paid, excluding transaction costs.
As communicated to shareholders on 27 September 2024, this is the implied net asset
Target Distribution 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.
The quantum of ERV relating to properties which are unlet and generating no rental
Void rate
income. Stated as a percentage of total portfolio ERV.
### 63
API Annual Report & Accounts Year End 31 December 2025
## Investor Information
### Alternative Investment Fund Managers How to Invest in the Company
Investors can buy and sell shares in the Company directly
### Directive (“AIFMD”) and Pre-Investment
through a stockbroker or indirectly through a lawyer,
### Disclosure Document (“PIDD”)
accountant or other professional adviser. Alternatively, for
The Company has appointed abrdn Fund Managers
private investors, there are a number of online dealing
Limited as its alternative investment fund manager and
platforms that offer share dealing, ISAs and other means
Citibank UK Limited as its depositary under the AIFMD.
to invest in the Company. Real-time execution-only
stockbroking services allow you to trade online, manage
The AIFMD requires abrdn Fund Managers Limited, as the
your portfolio and buy UK listed shares. These sites do not
Company’s AIFM, to make available to investors certain
give advice. Some comparison websites also look at
information prior to such investors’ investment in the
dealing rates and terms.
Company. Details of the leverage and risk policies which
the Company is required to have in place under the AIFMD
Discretionary Private Client Stockbrokers
are published in the Company’s PIDD which can be found
on its website: www.abrdnpit.co.uk. The periodic If you have a large sum to invest, you may wish to contact
disclosures required to be made by the AIFM under the a discretionary private client stockbroker. They can
AIFMD are set out on page 65. 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
### Investor Warning: Be alert to share fraud and
Advice Association at: pimfa.co.uk
### boiler room scams
Aberdeen has been contacted by investors informing us
Financial Advisers
that they have received telephone calls and emails from
To find an adviser who recommends on investment trusts,
people who have offered to buy their investment
visit: unbiased.co.uk
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 Regulation of Stockbrokers
management have issued claims in the courts against Before approaching a stockbroker, always check that
individuals. These may be scams which attempt to gain they are regulated by the Financial Conduct Authority at:
your personal information with which to commit identity fca.org.uk/firms/financial-services-register
fraud or could be ‘boiler room’ scams where a payment
from you is required to release the supposed payment for
### How to Attend and Vote at Company Meetings
your shares. These callers/senders do not work for
Investors who hold their shares through a platform or
Aberdeen and any third party making such offers/claims
share plan provider (for example Hargreaves Lansdown,
has no link with Aberdeen.
Interactive Investor or AJ Bell) and would like to attend and
vote at Company meetings (including AGMs) should
Aberdeen does not ‘cold-call’ investors in this way. If you
contact their platform or share plan provider directly to
have any doubt over the veracity of a caller, do not offer
make arrangements.
any personal information and end the call.
Investors who hold their shares through platforms and
The Financial Conduct Authority provides advice with
have their shares held through platform nominees, may
respect to share fraud and boiler room scams at:
not necessarily receive notification of general meetings
fca.org.uk/consumers/scams
and are advised to keep themselves informed of
Company business by referring to the Company’s
### Shareholder Enquiries
website. Where voting is required, and the Board
For queries regarding shareholdings, lost certificates, encourages shareholders to vote at all general meetings
dividend payments, registered details and related of the Company, shareholders with their holdings in
matters, shareholders holding their shares directly in the nominees will need to instruct the nominee to vote on their
Company are advised to contact the Registrar (see details behalf and should do so in good time before the meetings.
on page 66).
### Keeping You Informed
Changes of address must be notified to the Registrar in
Information about the Company can be found on its
writing. Any general queries about the Company should
website: www.abrdnpit.co.uk, including share price and
be directed to the Company Secretary in writing (see
performance data as well as London Stock Exchange
page 66) or by email to:
announcements and current and historic Annual and Half-
property.income@aberdeenplc.com
### 64
API Annual Report & Accounts Year End 31 December 2025
Yearly Reports. Investors can receive updates via email by None of the Company’s assets are subject to special
registering on the home page of the Company’s website. arrangements arising from their illiquid nature.
The Company’s Ordinary share price appears under the The Strategic Report, note 3 to the Financial Statements
heading ‘Investment Companies’ in the Financial Times. and the PIDD together set out the risk profile and risk
Details are also available at: invtrusts.co.uk 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
Social Media
limits set, with no breach expected. There are no new
LinkedIn: Aberdeen Investment Trusts
arrangements for managing the liquidity of the Company
X: @AberdeenTrusts
or any material changes to the liquidity management
Facebook: Aberdeen Investment Trusts
systems and procedures employed by the Manager.
YouTube: @AberdeenInvestmentTrusts
All authorised Alternative Investment Fund Managers are
### Retail Distribution required to comply with the AIFMD Remuneration Code. In
On 1 January 2014, the FCA introduced rules relating to accordance with the Remuneration Code, the AIFM’s
the restrictions on the retail distribution of unregulated remuneration policy in respect of its reporting period
collective investment schemes and close substitutes ended 31 December 2025 is available on the website of
(non-mainstream investment products). UK REITs are Aberdeen PLC.
excluded from these restrictions therefore, the FCA’s
restrictions on retail distribution do not apply.
Leverage
The table below sets out the current maximum permitted
Note
limit and actual level of leverage for the Company:
Please remember that past performance is not a guide to

| the future. Stock market and currency movements may | Gross Method Committed |  |  |
| --- | --- | --- | --- |
| cause the value of shares and the income from them to |  |  | Method |
| fall as well as rise and investors may not get back the | Maximum level of | 400% 250% |  |
| amount they originally invested. As with all equity | leverage |  |  |
| investments, the value of investment trust shares | Actual level at 31 | 68% 68% |  |
| purchased will immediately be reduced by the difference | December 2025 |  |  |

between the buying and selling prices of the shares,
known as the market maker’s spread.
There have been no breaches of the maximum level
during the period and no changes to the maximum level of
Investors should further bear in mind that the value of any
leverage employed by the Company. There is no right of
tax relief will depend on the individual circumstances of
re-use of collateral or any guarantees granted under the
the investor and that tax rates and reliefs, as well as the
leveraging arrangement. Changes to the information
tax treatment of ISAs, may be changed by future
contained either within this Annual Report or the PIDD in
legislation.
relation to any special arrangements in place, the
maximum level of leverage which abrdn Fund Managers
### AIFMD Disclosures (unaudited) Limited may employ on behalf of the Company; the right
The Manager and the Company are required to make of use of collateral or any guarantee granted under any
certain disclosures available to investors in accordance leveraging arrangement; or any change to the position in
with the AIFMD. Those disclosures that are required to be relation to any discharge of liability by the Depositary will
made pre-investment are included within a pre- be notified via a regulatory news service without undue
investment disclosure document (“PIDD”) which can be delay in accordance with the AIFMD.
found on the Company’s website www.abrdnpit.co.uk.
There have been no material changes to the disclosures The information on pages 64 to 65 has been approved for
contained within the PIDD since its most recent update in the purposes of Section 21 of the Financial Services and
April 2026. Markets Act 2000 (as amended by the Financial Services
Act 2012) by abrdn Fund Managers Limited which is
The periodic disclosures as required under the AIFMD to authorised and regulated by the Financial Conduct
investors are made below: Authority
Information on the investment strategy, geographic and
sector investment focus and principal stock exposures is
included in the Strategic Report;
### 65
API Annual Report & Accounts Year End 31 December 2025
## Directors and Company Information

| Directors | Registrar | Property Valuers |
| --- | --- | --- |
| Mike Balfour | Computershare Investor | Knight Frank LLP |
| Mike Bane | Services (Guernsey) Limited | 55 Baker Street |
|  | Le Truchot | London W1U 8AN |

St Peter Port
### Registered Office
Guernsey GY1 1WD

| PO Box 255 |  | Solicitors |
| --- | --- | --- |
| Trafalgar Court |  | Addleshaw Goddard |
| Les Banques | Investment Manager | Milton Gate |
| St Peter Port | abrdn Fund Managers | 60 Chiswell Street |
| Guernsey GY1 3QL | Limited | London EC1Y 4AG |

280 Bishopsgate
London Walkers (Guernsey) LLP
### Registered Number
EC2M 4AG Helvetia Court
41352
St Peter Port
### Independent Auditors Guernsey GY1 1AR
### Administrator & Secretary
Grant Thornton Limited
Northern Trust International
### St James Place Broker
Fund Administration Services
St James Street Winterflood Securities Limited
(Guernsey) Limited
St Peter Port The Atrium Building
PO Box 255
Guernsey GY1 2NZ Cannon Building
Trafalgar Court

| Les Banques |  | 25 Dowgate Hill |
| --- | --- | --- |
| St Peter Port | Depositary | London EC4R 2GA |
| Guernsey GY1 3QL | Citibank UK Limited |  |

Canada Square, Canary Warf
London E14 5LB
### 66
API Annual Report & Accounts Year End 31 December 2025
## 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 To consider and, if thought fit, pass the following
resolutions as ordinary resolutions: resolutions as special resolutions:
To authorise the Company, in accordance with
To receive and approve the Annual Report and
8 The Companies (Guernsey) Law, 2008, as
1 Financial Statements of the Company for the year
amended to make market acquisitions of its own
ended 31 December 2025.
shares of 1 pence each (either for retention as
To receive and approve the Directors’ Remuneration
treasury shares for future resale or transfer or
2 Report (excluding the Directors’ Remuneration
cancellation) provided that;
Policy) for the year ended 31 December 2025.
a. the maximum number of ordinary shares
To approve the Company’s dividend policy to
3 hereby authorised to be purchased shall be
continue to pay interim dividends.
14.99 percent of the issued ordinary shares on

|  | To re-appoint Grant Thornton Limited as Auditor of | the date on which this resolution is passed; |
| --- | --- | --- |
| 4 | the Company until the conclusion of the next Annual |  |
|  | General Meeting. | b. the minimum price which may be paid for an |

ordinary share shall be 1 pence;
To authorise the Board of Directors to determine the
5
Auditor’s Remuneration. 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
6 To re-elect Mike Bane as a Director of the Company.
the middle market quotations (as derived from
the Daily Official List) for the ordinary shares for
the five business days immediately preceding
To re-elect Mike Balfour as a Director of the
7 the date of acquisition and (ii) the higher of the
Company.
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.
### 67
API Annual Report & Accounts Year End 31 December 2025
That the Directors of the Company be and they By Order of the Board
9 are hereby generally empowered, to allot ordinary
For and on behalf of Northern Trust International Fund
shares in the Company or grant rights to subscribe
Administration Services (Guernsey) Limited
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
Secretary
not apply to any such allotment of equity securities,
provided that this power: 27 April 2026
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.
### 68
API Annual Report & Accounts Year End 31 December 2025
## Annual General Meeting
### Notes to the notice of Annual General Meeting
A form of proxy is enclosed with this notice. A
1 Shareholder entitled to attend, speak and vote is
The Directors’ letters of appointment will be available
entitled to appoint one or more proxies to exercise all
7
for inspection for fifteen minutes prior to the Meeting
or any of their rights to attend, speak and vote at the
and during the Meeting itself.
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 By attending the Meeting a holder of ordinary shares
8
your chosen proxy holder in the space provided on expressly agrees they are requesting and willing to
the enclosed form of proxy. receive any communications made at the Meeting.
In the case of joint holders such persons shall not
2 have the right to vote individually in respect of an If you submit more than one valid form of proxy, the
9
ordinary share but shall elect one person to form of proxy received last before the latest time for
represent them and vote in person or by proxy in the receipt of proxies will take precedence. If the
their name. In default of such an election, the vote of Company is unable to determine which form of
the person first named in the register of members of proxy was last validly received, none of them shall be
the Company tendering a vote will be accepted to treated as valid in respect of the same.
the exclusion of the votes of the other joint holders.
A quorum consisting of one or more Shareholders
You may appoint more than one proxy provided present in person, or by proxy, and holding five
10
3 each proxy is appointed to exercise rights attached percent or more of the voting rights is required for the
to different ordinary shares. You may not appoint Meeting. If, within half an hour after the time
more than one proxy to exercise rights attached to appointed for the Meeting, a quorum is not present
any one ordinary share. To appoint more than one the Meeting shall be adjourned for seven days at the
proxy you may photocopy the enclosed form of same time and place or to such other day and at
proxy. Please indicate the proxy holder’s name and such other time and place as the Board may
the number of ordinary shares in relation to which determine and no notice of adjournment need be
they are authorised to act as your proxy (which, in given at any such adjourned meeting. Those
aggregate, should not exceed the number of Shareholders present in person or by proxy shall
ordinary shares held by you). Please also indicate if constitute the quorum at any such adjourned
the proxy instruction is one of multiple instructions meeting.
given by you. All hard copy forms of proxy must be
The resolutions to be proposed at the Meeting will be
signed and should be returned together in the same
11
proposed as ordinary and special resolutions which,
envelope.
to be passed, must receive the support of a majority
The form of proxy should be completed and sent, (in the case of the ordinary resolutions) and not less
4
together with the power of attorney or authority (if than seventy five percent (in the case of the special
any) under which it is signed, or a notarially certified resolutions) of the total number of votes cast for, or
copy of such power or authority, so as to reach against, the ordinary and special resolutions
Computershare Investor Services (Guernsey)
As at 27 April 2026, the latest practicable date prior
Limited, The Pavilions, Bridgwater Road, Bristol BS99
12 to publication of this document, the Company’s
6ZY no later than 10.00am on 6 August 2026.
issued share capital comprised 381,218,977
Completing and returning a form of proxy will not Ordinary shares of 1p excluding shares were held in
prevent a member from attending the Meeting in treasury. Accordingly, the total number of voting
5
person. If you have appointed a proxy and attend the rights in the Company at 27 April 2026 was
Meeting in person your proxy appointment will 381,218,977 shares.
remain valid and you may not vote at the Meeting
unless you have provided a hard copy notice to Any person holding 3% of the total voting rights in the
13

|  | revoke the proxy to Computershare Investor | Company who appoints a person other than the |
| --- | --- | --- |
|  | Services (Guernsey) Limited, The Pavilions, | Chair as his proxy will need to ensure that both he |
|  | Bridgwater Road, Bristol BS99 6ZY not later than | and such third party complies with their respective |
|  | 6.00pm on 6 August 2026. | disclosure obligations under the Disclosure |
|  | To have the right to attend, speak and vote at the | Guidance and Transparency Rules. |
| 6 | 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.
### 69