Realising all assets in the Company’s portfolio in an orderly manner
Annual Report 31 December 2025
abrdn European Logistics Income plc
Contents
Overview ....................................................................................................................................................................... 4
Company Overview .................................................................................................................................................. 4
Chairman’s Statement ............................................................................................................................................... 5
Strategic Report ........................................................................................................................................................... 8
Overview of Strategy ................................................................................................................................................ 9
Financial Highlights ................................................................................................................................................ 17
Performance ............................................................................................................................................................ 17
Investment Manager’s Review ................................................................................................................................ 19
Property Portfolio .................................................................................................................................................... 21
Group Structure ....................................................................................................................................................... 22
Streamlined Energy and Carbon Reporting ............................................................................................................. 23
Governance ................................................................................................................................................................ 25
Your Board of Directors .......................................................................................................................................... 25
Director’s Report ..................................................................................................................................................... 27
Directors’ Remuneration Report ............................................................................................................................. 39
Statement of Directors’ Responsibilities in Respect of the Annual Report and the Financial Statements .............. 44
Report of the Audit Committee ............................................................................................................................... 46
Financial Statements ................................................................................................................................................. 50
Independent Auditor’s Report to the Members of abrdn European Logistics Income plc ...................................... 51
Consolidated Statement of Comprehensive Income ................................................................................................ 58
Consolidated Balance Sheet .................................................................................................................................... 59
Consolidated Statement of Changes in Equity ........................................................................................................ 60
Consolidated Statement of Cash Flows ................................................................................................................... 61
Notes to the Financial Statements ........................................................................................................................... 62
Parent Company Balance Sheet .............................................................................................................................. 92
Parent Company Statement of Changes in Equity................................................................................................... 93
Parent Company Notes to the Financial Statements ................................................................................................ 94
Corporate Information (Unaudited) ...................................................................................................................... 105
Information about the Investment Manager .......................................................................................................... 105
Investor Information .............................................................................................................................................. 107
Alternative Investment Fund Managers Directive Disclosures (Unaudited) ......................................................... 111
Glossary of Terms and Definitions and Alternative Performance Measures ........................................................ 112
Disclosure Concerning Sustainable Investment (Article 8) (Unaudited) .............................................................. 117
Notice of Annual General Meeting ....................................................................................................................... 135
Contact Addresses ................................................................................................................................................. 140
3
Annual Report 2025
Visit our Website
To find out more about abrdn European Logistics Income plc, please visit: eurologisticsincome.co.uk
Any Questions?
If you should have any questions in relation to this Annual Report and financial statements please send them by email
to: European.Logistics@aberdeenplc.com
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
about the action you should take, you are recommended to seek your own independent financial advice from your
stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and
Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.
If you have sold or otherwise transferred all your Ordinary shares in abrdn European Logistics Income plc, please forward
this document, together with the accompanying documents immediately to the purchaser or transferee, or to the
stockbroker, bank or agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
4
Annual Report 2025
Overview
Company Overview
Investment Objective
At a General Meeting of the Company held on 23 July 2024 shareholders approved a revised investment objective and
investment policy. The revised investment objective is to realise all existing assets in the Company’s portfolio in an
orderly manner. There has been no change in the investment policy during the year. Full details of the revised
investment policy are contained in the Circular to Shareholders dated 5 July 2024, which is available for download on
the Company’s website: eurologisticsincome.co.uk
Highlights as at 31 December 2025:
2025
2024
IFRS net asset value (€‘000)
138,260
374,108
Net asset value per share (¢)
1
33.5
90.8
Ordinary dividend paid per share (¢)
4.03
3.36
Net asset value total return (EUR) (%)
1
(11.2%)
0.9%
Share price total return (GBP)(%)
1
24.2%
0.1%
Discount to net asset value per share (%)
1
(9.2%)
(21.9%)
Ongoing charge ratio (%)
1
1.8%
1.5%
Gearing
1
27.6%
37.0%
1
Alternative performance measures - see glossary on pages 112 to 116.
5
Annual Report 2025
Chairman’s Statement
Overview
I am pleased to present the Company’s annual report for the year ended 31 December 2025.
My fellow Directors and I greatly appreciate the continued support we have received from Shareholders over the
year. The Board has remained committed to the managed wind-down, with the objective of realising all portfolio
assets, repaying borrowings and returning capital to Shareholders in a timely manner, while seeking to achieve the
best available value on each disposal.
The asset disposal programme is now well advanced. To date, 25 of the original 27 assets have now been sold,
generating aggregate gross sales proceeds of over €507 million before the repayment of associated debt.
Of the two remaining assets, one is currently under offer, subject to detailed due diligence and the anticipated signing
of sales agreements. Completion is currently expected in early Q2 2026.
One asset remains to be sold and the Manager continues to pursue a disposal. Although the process had been
advancing, progress has been slower in recent weeks as heightened geopolitical uncertainty, including the situation
involving Iran, together with wider macroeconomic concerns, has affected buyer confidence and transaction timetables
for larger asset purchases.
Over the course of 2025, the Company made four capital distributions to Shareholders through the Shareholder-
approved B share Scheme, returning an aggregate 39 pence per Ordinary Share, equivalent to approximately £160.75
million.
Overall, when taking into account the assets sold to date, achieved pricing and the pace of capital return, the Board is
satisfied with progress thus far and current indications suggest the wind-down should be completed broadly in line
with its original value expectations.
On 12 January 2026 the Company announced that it had received a requisition request from DL Invest Group ISR
SARL ("DL Invest"), the Company’s largest Shareholder, requiring the Directors to convene a general meeting of the
Company. Following the requisitioned general meeting, which was held on Friday 20 February 2026, the Board
announced that neither of the resolutions proposed by DL Invest had been passed. Excluding the votes cast by DL
Invest in favour of its own resolutions to change the Company’s managed wind-down investment objective and policy
and to replace the Manager, only a further 0.9% of the votes cast were in favour.
Portfolio Sales Review
During the year, the Company made substantial progress with its disposal programme and completed the sale of the
following assets:
• Two multi-let warehouses located in Flörsheim and Erlensee, Germany, for aggregate consideration of
approximately €66.5 million;
• The Gavilanes, Madrid portfolio, together with two further Spanish assets, for a net consideration of
approximately €176 million;
• Three Dutch warehouses for consideration of approximately €62 million;
• Three multi-let warehouse estates located in Krakow, Lodz and Warsaw, Poland, for aggregate consideration
of approximately €84 million; and
• Two French warehouses to tenant Dachser France for aggregate consideration of approximately €15.6
million.
6
Annual Report 2025
Since the year end, the Company has completed the following additional sales:
• The asset located in Gevrey, Dijon, for consideration of approximately €7.9 million;
• The warehouse in Waddinxveen, the Netherlands, for consideration of €35 million; and
• The warehouse located in Noves, near Avignon, for consideration of €47.5 million.
Further details of these asset sales are set out in the Investment Manager’s review on pages 19 to 21.
B Share Scheme (the ‘Scheme’)
During the year, the Board used the Shareholder-approved B Share Scheme to return capital to Shareholders following
asset sales.
B Shares of one penny each were issued to all Shareholders by way of a bonus issue and immediately redeemed,
equivalent to 4.0, 12.0, 13.0 and 10.0 pence per Ordinary Share and paid respectively on 20 March, 13 August, 30
September and 30 December 2025.
Following these four returns of capital, Shareholders had received an aggregate 39.0 pence per Ordinary Share by the
end of the year, with the Company returning a total of £160.75 million.
Shareholders are reminded that no share certificates have been issued in respect of the B Share Scheme. B Shares have
been issued and redeemed by the Company's registrar, Equiniti, with each redemption undertaken shortly after issue.
In accordance with their terms, all B Shares in issue were compulsorily redeemed and cancelled for an amount equal
to the nominal value of one penny paid up on each B Share.
Results
The audited Net Asset Value (“NAV”) per Ordinary Share as at 31 December 2025 was 33.5 euro cents (GBp: 29.3p).
Allowing for the estimated costs of the realisation of the portfolio, including broker and transaction fees, the NAV per
Ordinary Share was 32.6 euro cents (GBp: 28.4p). As noted in previous statements, further latent CGT, currently
estimated to be up to 1.2p per Ordinary Share, may be incurred depending on the structure and pricing of the remaining
disposals.
Including the interim dividends declared during the year, the NAV total return, excluding realisation costs, was -11.2%
in euro terms and -6.3% in sterling terms. The closing Ordinary Share price at 31 December 2025 was 26.6p (31
December 2024: 58.8p), representing a discount to NAV per Share (excluding realisation costs) of 9.2%.
Dividend
In aggregate, distributions of 3.06 euro cents per Ordinary Share were paid in respect of the 2025 financial
year (2024: 3.36 euro cents). The equivalent sterling amount paid was 2.63 pence per Ordinary Share. Three interim
distributions of 1.06 euro cents, 1.00 euro cents and 1.00 euro cents per Ordinary Share (equivalent to 0.89 pence,
0.86 pence and 0.88 pence respectively) were declared during the year and paid on 30 June 2025, 29
September 2025 and 30 December 2025.
As the disposal programme has progressed, the day-to-day operating costs of the Company and its
SPVs are increasingly being met from capital, with such costs reflected in the NAV as they are incurred. The Board
continues to keep these costs under close review.
Financing
At the year end, the Company’s fixed rate debt facilities totalled €58.2 million (31 December 2024: €235.7 million),
with an average all-in interest rate of 2.51%. The loan-to-value (LTV) was 27.6%.
7
Annual Report 2025
The Berlin Hyp loan of €34.3 million, which had originally been due to expire in June 2025, was extended for a further
year to 6 June 2026, with no early repayment charges applicable in the event assets were sold before that date.
Following the extension, the loan moved to a three-month floating rate basis and the all-in interest rate, including the
bank margin, increased from 1.35% to 3.30%.
Following the sale of Waddinxveen in March 2026, this loan was repaid in full. The only remaining fixed debt facility
is that secured against the Den Hoorn property, in the amount of €23.9 million, with an all-in interest rate of 1.38%.
This facility expires on 14 January 2028.
During the managed wind-down, the level of gearing will fluctuate as assets are sold and debt is repaid in the most
efficient manner possible. The maximum LTV permitted under the Company’s prospectus is 50%. Banking covenants
are reviewed by the Investment Manager and the Board on a regular basis.
Annual General Meeting
The Company’s Annual General Meeting will be held in London on 1 June 2026 at the offices of Aberdeen Group plc
at 18 Bishops Square, London E1 6EG at 11:00 a.m. The formal Notice of AGM may be found on page 135 of the
Annual Report and financial statements for the year ended 31 December 2025.
In addition to the usual resolutions, in order to continue to assist with the process of distributing net disposal proceeds
to Shareholders, the Company is proposing to cancel the amount standing to the credit of the Capital Redemption
Reserve of the Company. Resolution 11, which is being proposed as a Special Resolution, requires to be passed by a
minimum of 75% of the votes cast by Shareholders entitled to vote. This resolution seeks the approval of Shareholders
for the cancellation of the Company’s current Capital Redemption Reserve and following Court approval the setting
up of a further special reserve for the distribution of capital.
I would urge all Shareholders to support all resolutions being put to the AGM and in particular Resolution 11 which
will allow for returns of capital following further sales.
Outlook
While the Board remains satisfied with the progress of the managed wind-down to date, the timing of the sale of the
remaining asset not already subject to a signed sale agreement may be impacted by current global market conditions
and wider geopolitical uncertainty.
The Board and the Investment Manager continue to balance the objective of achieving the best available value on
disposal against the ongoing operating costs of the Company, while maintaining a clear focus on returning capital to
Shareholders. The Board remains hopeful of completing the final sale and being in a position to place the Company
into liquidation in the second half of this year. However, heightened levels of risk are expected to persist, driven by
prolonged trade tensions, weaker consumer sentiment and geopolitical uncertainty, including the situation involving
Iran, all of which may weigh on export-led logistics demand and wider market activity.
The Board and its advisers also continue to engage with DL Invest regarding its interest in taking over the management
of the Company. The Board will consider any fully developed and appropriately costed proposal only where it believes
there is a clear benefit for Shareholders as a whole and where such proposal does not prejudice or delay the final stages
of the managed wind-down or the return of capital to Shareholders.
Tony Roper
Chairman
21 April 2026
8
Annual Report 2025
Strategic Report
The Company
The Company, whose shares are admitted to the Official List of the Financial Conduct Authority and to trading on the
main market of London Stock Exchange plc, is a UK investment trust. The Company was incorporated in England
Investment Objective
At a General Meeting of the Company held on 23 July 2024 Shareholders approved a revised investment objective
and investment policy. The revised investment objective is to realise all existing assets in the Company’s portfolio in
an orderly manner.
Investment Policy (With effect from 23 July 2024)
The Company has pursued 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 has ceased to make
any new commercial real estate acquisitions. Capital expenditure is permitted where it is deemed necessary or
desirable by the Board in connection with the realisation, primarily where such expenditure is necessary to protect or
enhance an asset’s realisable value.
Diversification of Risk
The net proceeds from realisations is being 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 Board considers
appropriate.
Any cash received by the Company as part of the realisation process is being held by the Company as cash on deposit
and/or in liquid cash equivalents securities (including direct investment in UK treasuries and/or gilts, funds holding
such investments, money market or cash funds and/or short-dated corporate bonds or funds that invest in such bonds)
pending its return to Shareholders.
Borrowings and gearing
The Company has not taken any new borrowings during the year and it is not anticipated to take on any new
borrowings during the remaining period of the managed wind-down.
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 50%. In the event net gearing exceeds 50%, the Board
will look to rectify this position as soon as practicable.
Any material change to the Company’s investment policy set out above will require the approval of Shareholders by
way of an ordinary resolution at a general meeting and the approval of the Financial Conduct Authority. Non-material
changes to the investment policy may be approved by the Board.
Comparative Index
The Company does not have a benchmark.
Duration
The Company is in managed wind-down. Refer to the Chairman’s Statement for further details and the circular dated
5 July 2024 issued by the Company.
9
Annual Report 2025
Overview of Strategy
Key Performance Indicators (KPIs)
The Board uses a number of financial performance measures to assess the Company’s success in achieving its objective
and to determine the progress of the Company in pursuing its Investment Policy.
Following the progress made with the managed wind-down during the year, EPRA performance measures are no
longer appropriate indicators of performance, given the Company’s current focus on asset realisation and capital
returns rather than ongoing property investment and portfolio growth. As a result, EPRA measures are no longer
disclosed and are not considered Alternative Performance Measures for the purposes of the Company’s ongoing
reporting.
The main KPIs identified by the Board in relation to the Company, which are considered at each Board meeting, are
as follows:
KPI
Description
Portfolio realisation
The Board monitors the rate of portfolio realisation and balances the requirement to
return cash to Shareholders with the aim of achieving best value for Shareholders. Refer to
Chairman’s Statement and Investment Manager’s Review for further information on asset
sales.
Net asset value total
return (EUR)
1
The Board considers the NAV total return to be the best indicator of performance over time
and is therefore the main indicator of performance used by the Board. Performance for the
year and since inception is set out on page 17.
Share price
total return (GBP)
1
The Board also monitors the price at which the Company’s shares trade on a total return
basis over time. A graph showing the share price performance is shown on page 41.
Premium/
(Discount)
1
The premium/(discount) relative to the NAV per share represented by the share price is
monitored by the Board. Calculation of discount to NAV is shown on page 113.
Ongoing charges
ratio (“OCR”)
1
The OCR is the ratio of expenses as a percentage of average daily shareholders’ funds
calculated in accordance with the industry standard. As asset sales progress and funds are
returned to Shareholders, ongoing operational expenses will become a larger percentage of net
assets. The Board carefully reviews all ongoing costs to ensure best value can be attained
for Shareholders. The Company’s OCR is disclosed on pages 115 to 116.
Liquidation net
asset value
(NAV)
1
Following the announcement of the managed wind-down, the Company also prepares a net
asset value on a liquidation basis that includes deduction of the estimated costs associated
with liquidation of the properties and companies. In addition to IFRS net asset value, the
board monitors net asset value on a liquidation basis. The Company’s Liquidation NAV is
disclosed on pages 114 to 115.
1
Alternative performance measures - see glossary on pages 112 to 116.
10
Annual Report 2025
Manager
Under the terms of the Management Agreement, the Company has appointed abrdn Fund Managers Limited as the
Company’s alternative investment fund manager (“AIFM”) for the purposes of the AIFM Rules. The AIFM has
delegated portfolio management to the Danish Branch of abrdn Investments Ireland Limited which acts as Investment
Manager.
Pursuant to the terms of the Management Agreement, the AIFM is responsible for portfolio and risk management on
behalf of the Company and will carry out the ongoing oversight functions and supervision and ensure compliance with
the applicable requirements of the AIFM Rules. The AIFM and the Investment Manager are both legally and
operationally independent of the Company.
Dividend Policy
Subject to compliance with all legal requirements the Company paid interim dividends on a quarterly basis in 2025.
As the portfolio asset disposal programme has progressed, the income generated by the Company has fallen
significantly. As a result, the Company’s ability to maintain the previous levels and frequency of distributions has
decreased. Ad hoc distributions may be required to ensure that the Company’s investment trust status is maintained
through the wind-down process and distributions may also be used to facilitate the return of disposal proceeds to
Shareholders.
The Company declares dividends in Euros, but shareholders will receive dividend payments in Sterling Distributions
made by the Company may take the form of either dividend income or ‘‘qualifying interest income’’ which may be
designated as interest distributions for UK tax purposes.
Principal Risks and Uncertainties
Principal Risks and Uncertainties There are a number of risks which, if realised, could have a material adverse effect
on the Company and its financial condition, performance and prospects. The Board has carried out a robust assessment
of the principal risks as set out below, ordered by category of risk, together with a description of the mitigating actions
taken by the Board. The Board confirms that it has a process in place for regularly reviewing emerging risks that may
affect the Company in the future whilst recognising that the ultimate aim is to sell all of the Company’s assets and
seek shareholder approval to appoint a liquidator in due course. The Board collectively discusses with the Investment
Manager areas where there may be emerging risk themes and maintains a register of these. Such risks may include,
but are not limited to, future pandemics, the increasing developments in AI, cybercrime, and longer-term climate
change. In the event that an emerging risk has gained significant weight or importance, that risk is categorised and
added to the Company’s risk register and is monitored accordingly
The Board continues to be very mindful of the ongoing military offensive against Iran. This geopolitical event has
caused global market disruption, with heightened uncertainty surrounding the potential short and medium-term
implications for investment markets. The conflict did not impact real estate valuations as at 31 December 2025, being
the financial year-end for the Group. However, the outlook for markets remains volatile and continues to be monitored.
The indicators below show how the Board’s views on the stated risks have evolved over the last year. In particular,
with the Shareholder approved managed wind-down nearing completion, Health and Safety risk (Investment and Asset
Management) and Gearing risk (Financial) are no longer considered to be principal risks whilst tax status risk
(Compliance) and Influence of a major shareholder risk (Shareholder) have been added as new principal risks.
11
Annual Report 2025
Description
Mitigating Action
↗ Increasing
↘ Decreasing
→ Stable Risk
Strategic Risk: Strategic Objectives and
Performance - The Company’s revised
strategic objective and performance, both
absolute and relative, become unattractive to
investors leading to a widening of the
discount, potential hostile shareholder
actions and the Board fails to adapt the
strategy and/or respond to investor demand.
Lack of buying interest for assets, lengthy
sales processes and mismatched debt
repayments may all impact shareholder
value.
The Company’s strategy and objectives are regularly reviewed by
the Board to ensure they remain appropriate and effective. The
Board undertook a full strategic review, advised by Investec, and
consulted larger shareholders before concluding that a managed
wind-down was in the best interests of shareholders as a whole.
Shareholders approved a change in the investment objective on 23
July 2024.
In addition:
- The Board meets regularly with the Manager to receive updates
on the sales process, valuations and preparedness of assets for
sale.
- The Board receives regular presentations on the economy and
also the property market to identify structural shifts and threats.
- There is regular contact with shareholders both through the
Manager and the broker with additional direct meetings
undertaken by the Chairman and other Directors.
- Board reports are prepared by the Manager detailing
performance, NAV return and detailed analysis of the sales
programme including timelines for expected sales and return of
cash to shareholders.
- Cash flow projections are prepared by the Manager and
reviewed quarterly by the Board.
- The Manager maintains regular dialogue with lending banks and
has extended/ repaid loans where necessary.
- The Board has sought and received advice from tax advisers
pertaining to the maintenance of Investment Trust status through
the managed wind-down.
- Shareholder/market reaction to Company announcements is
monitored.
↗
Shareholder Risk: Influence of a major
shareholder - The Company’s largest
shareholder owns c.17.9% of voting shares.
With certain Company resolutions, including
to place the affairs of the Company in the
hands of a liquidator or cancelling certain
capital reserves, requiring special resolutions
to be passed by shareholders, a large
shareholder could block such resolution/s
being passed if shareholder turnout was
sufficiently low.
- On 20 February 2026 shareholders voted against the resolutions
proposed by the Company’s largest shareholder at a requisitioned
general meeting to change the Company’s current managed wind-
down investment objective and to change the Manager.
- Shareholders have expressed a desire that the managed wind-
down is completed and capital returned.
- Outside the Company’s largest shareholder, no other large
shareholder has expressed an intention to support a change to the
Company’s investment objective.
- Company broker provides regular feedback.
- Chairman is available for one-to-one meetings with all
shareholders.
- Aberdeen Investor Relations provides close and regular contact
with investors.
↗
Investment and Asset Management Risk:
Investment Strategy - Poorly judged asset
management initiatives, length of time taken
to complete remaining disposals leading to
reduced capital returns to shareholders
- Aberdeen has real estate research and strategy teams which
provide performance forecasts for different sectors and regions.
- There is a team of experienced portfolio managers who have
detailed knowledge of the markets in which they operate.
- Aberdeen has a detailed investment process for disposals that is
required to be signed off internally before the Board reviews any
final decision.
- The Board is very experienced with Directors having a good
knowledge of property markets.
- The Board keeps costs under review with contracts terminated/
negotiated to reduce fees and manage costs appropriately.
↗
12
Annual Report 2025
Description
Mitigating Action
↗ Increasing
↘ Decreasing
→ Stable Risk
Financial Risks: Macroeconomic/
Geopolitical - Macroeconomic changes (e.g.
levels of GDP, employment, inflation,
interest rate and FX movements), political
changes (e.g. new legislation) or structural
changes (e.g. new technology or
demographics) negatively impact
commercial property values and the
underlying businesses of tenants (market risk
and credit risk).
Impact on demand for assets during the US/
Iranian conflict and effect on timing of
managed wind-down plans.
- The Manager’s research teams take into account macroeconomic
conditions when collating forecasts. This research is fed into
Investment Manager decisions regarding remaining disposals.
- Rigorous portfolio reviews are undertaken by the Manager and
presented to the Board on a regular basis.
↗
Financial Risks: Credit Risk - Credit Risk
– the risk that the tenant/counterparty will be
unable or unwilling to meet a commitment
entered into with the Group: failure of a
tenant to pay rent or failure of a deposit
taker, or a current exchange rate swap
counterparty.
At the date of this report only two assets
remained unsold with 25 of the original 27
assets sold.
- The property portfolio has significantly reduced and the financial
performance of remaining tenants continues to be monitored
during their lease.
- Rent collection from tenants is closely monitored so that early
warning signs might be detected.
- Deposits are spread across various approved banks and AAA
rated liquidity funds.
↘
Financial Risks: Insufficient Income
Generation - Lower than anticipated income
generation due to significant reduction in
income during the managed wind-down
resulting in ongoing operational costs being
met from capital, thus reducing the capital
returns available to shareholders.
- Financial projections are reviewed by the Board at regular board
meetings. Costs are closely monitored and dividends are paid only
to maintain investment trust status.
↗
Operational Risks: Service Providers -
Poor performance/inadequate procedures at
service providers leads to error, fraud, non-
compliance with contractual agreements
and/or with relevant legislation or the
production of inaccurate or insufficient
information for the Company (NAV, Board
Reports, Regulatory Reporting) or loss of
regulatory authorisation. Key service
providers include the AIFM, Company
Secretary, the Depositary, the Custodian, the
managing agents, lending banks, the
Company’s Auditor and the Company’s
registrar.
- There is an experienced Investment Manager and Asset
Management Team and the IMA has been revised to include key
person risk wording.
- The Company has engaged an experienced registrar: Equiniti is a
reputable worldwide organisation.
- All service providers have a strong control culture that is
regularly monitored.
- The Manager aims to meet all service providers once a year and
the Management Engagement Committee reviews all major
service providers annually.
- The Company has the ability to terminate contracts.
→
Operational Risks: Business continuity -
Business continuity risk to any of the
Company’s service providers or properties,
following a catastrophic event e.g. pandemic,
terrorist attack, cyber-attack, power
disruptions or civil unrest, leading to
disruption of service, loss of data etc.
- The Manager has a detailed business continuity plan in place
with a separate alternative working office if required and the
ability for the majority of its workforce to work from home.
- The Manager has a dedicated Chief Information Security Officer
who leads the Chief Information Security Office covering the
following functions: Security Operations & Delivery, Security
Strategy, Architecture & Engineering, Data Governance &
Privacy, Business Resilience, Governance & Risk, Security & IT.
- Properties within the portfolio are all insured.
- The IT environment of service providers is reviewed as part of
the initial appointment and on an ongoing basis.
→
13
Annual Report 2025
Description
Mitigating Action
↗ Increasing
↘ Decreasing
→ Stable Risk
Compliance Risk: Tax status - Investment
trust status could be impacted as the
managed wind-down progresses if
shareholders did not support proposed
resolutions resulting in taxation penalties.
- The Company uses experienced tax advisers and has sought
additional external advice on investment trusts status through the
managed wind-down
- Aberdeen in-house tax team is experienced and highly involved
with the Company’s tax affairs.
- The Board maintains close contact with all major shareholders
either directly or through the Company broker.
↗
Promoting the Company
The Board recognises the importance of maintaining shareholder awareness of the Company during its managed wind-
down. The Board believes an effective way to achieve this is through continued subscription to, and participation in,
the promotional programme run by Aberdeen on behalf of a number of investment trusts under its management, albeit
at a lower, renegotiated rate to reflect the changes following the decision to implement the managed wind-down of the
portfolio. This rate remains under review as assets are sold and costs are regularly considered by the Board. The
Company’s financial contribution to the programme is matched by Aberdeen. Aberdeen’s marketing team reports
quarterly to the Board giving analysis of activities as well as updates on the shareholder register and any changes in
the make-up of that register.
The purpose of the programme in its reduced form is to communicate effectively with existing investors and provide
updates as the managed wind-down progresses.
Board Diversity
The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge
represented on the Board in order to allow the Board to fulfil its obligations. The Board also recognises the benefits
and is supportive of the principle of diversity in its recruitment of new Board members. The Board will not display
any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the
appointment of its Directors. The Board will continue to ensure that any future appointments are made on the basis of
merit against the specification prepared for each appointment and, therefore, the Company does not consider it
appropriate to set diversity targets. At 31 December 2025, there were two male Directors and one female Director on
the Board. The decision to wind-down the portfolio which will lead to the liquidation of the Company and the Board’s
decision not to appoint any further Directors in this relatively short time period, means that the Company does not
comply with the listing rule requirements relating to diversity. Further details are provided on page 30.
Sustainable and Responsible Investment
Policy and Approach
Further details on Aberdeen’s Sustainable and Responsible Investment Policy and Approach for Direct Real Estate are
available at aberdeeninvestments.com.
Environmental, Social and Human Rights Issues
The Company has no employees as the Board has delegated day to day management and administrative functions to
abrdn Fund Managers Limited. There are therefore no disclosures to be made in respect of employees. The Company’s
socially responsible investment policy is outlined in the Investment Manager’s Review.
14
Annual Report 2025
Due to the nature of the Company’s business, being a Company that does not offer goods and services to customers,
the Board considers that it is not within the scope of the Modern Slavery Act 2015 (“MSA”). The Company is not
required to make a slavery and human trafficking statement. The Board considers the Company’s supply chains,
dealing predominantly with professional advisers and service providers in the financial services industry, to be low
risk in relation to this matter. A copy of the Investment Manager’s statement on compliance with the Modern Slavery
Act is available for download at aberdeeninvestments.com
The bulk of emissions relating to properties owned by the Company are the responsibility of the tenants and any
emissions relating to the Company’s registered office are the responsibility of Aberdeen Group plc.
The Company has no direct greenhouse gas emissions to report from the operations of its business, although it is
responsible for low emissions generated at certain properties within its portfolio reportable under the Companies Act
2006 (Strategic Report and Directors’ Reports) Regulations 2013, see page 117.
Viability Statement
On 24 June 2024, Shareholders voted against the continuation of the Company and, on 23 July 2024, approved a
change in investment objective and investment policy allowing the Company to proceed with a managed wind-down
and an orderly realisation of assets, returning capital to Shareholders. Further, following the general meeting
requisitioned by DL Invest Group ISR SARL (“DL Invest”) which was held on Friday 20 February 2026, the Company
announced that neither of the resolutions proposed by DL Invest to change the Company’s managed wind-down
investment objective and policy and to replace the Manager had passed. The Company is therefore preparing its
financial statements on a basis other than going concern.
The Company is in managed wind-down but the Board formally considers risks and strategy at least annually. For the
purposes of this viability statement the Board has decided that a period of three years is an appropriate period over
which to report, although the Board currently expects to have completed the wind-down of the portfolio and put
forward proposals for the appointment of a liquidator by no later than the end of 2026.
In assessing the viability of the Company over the review period the Directors have conducted a robust review of the
principal risks focusing upon the following factors:
• The ongoing portfolio sales process;
• The principal risks detailed in the Strategic Report;
• The demand for the Company’s shares evidenced by the historical level of premium or discount;
• The level of income generated by the Company and the stability of tenants;
• The level of gearing including the requirement to meet lending covenants, negotiate new facilities and repay or
refinance existing facilities; and
• The flexibility of the Company’s remaining bank facilities for any extension of maturity dates and repayment of
these facilities as they fall due.
The Company has modelled severe but plausible downside scenarios for the execution of the managed wind-down
proposal, considering different market conditions and risks associated with the repayment of debt. The Directors
receive regular updates from the Investment Manager on the execution of the managed wind-down plan outlining the
timings for expected disposal proceeds to be received which are reviewed in conjunction with the debt maturity profile.
Throughout the year the Investment Manager has engaged with the Company’s partner banks in order to mitigate the
risk of debt repayments as they fall due. Subsequent to the year end, following the repayment of all bar one of the
underlying loan facilities, this risk has reduced significantly.
Accordingly, considering the Company’s current position and the potential impact of its principal risks and
uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and
meet its liabilities as they fall due to enable the realisation of the assets in the Company’s portfolio in an orderly
15
Annual Report 2025
manner. In making this assessment, the Board has considered that matters such as significant economic uncertainty,
stock market volatility and changes in investor sentiment could have an impact on its assessment of the Company’s
prospects and viability in the future.
The Directors have considered the Company’s income and expenditure projections and believe that they meet the
Company’s funding requirements.
s172 Statement
The Board is required to describe to the Company’s Shareholders how the Directors have discharged their duties and
responsibilities over the course of the financial year under section 172 (1) of the Companies Act 2006 (the “s172
Statement”). This s172 Statement requires the Directors to explain how they have promoted the success of the
Company for the benefit of its members as a whole, taking into account the likely long-term consequences of decisions,
the need to foster relationships with all stakeholders and the impact of the Company’s operations on the environment.
The Board’s philosophy is that the Company should operate in a transparent culture where all parties are treated with
respect and provided with the opportunity to offer practical challenge and participate in positive debate which is
focused on the aim of achieving the expectations of Shareholders and other stakeholders alike. The Company does not
have any employees. However, the Board reviews the culture and manner in which the Investment Manager operates
at its regular meetings and receives regular reporting and feedback from the other key service providers.
The Company’s Board of Directors sets the investment objective and policy as published in the most recent prospectus,
monitors the performance of all service providers and is responsible for reviewing strategy on a regular basis.
Key Stakeholders
A key stakeholder and service provider for the Company is the Alternative Investment Fund Manager (the “Investment
Manager”) and this relationship is reviewed at each Board meeting and relationships with other service providers are
reviewed at least annually.
Shareholders are seen as key stakeholders in the Company. The Board seeks to meet at least annually with
shareholders at the Annual General Meeting. This is seen as a very useful opportunity to understand the needs and
views of the shareholders. In between AGMs the Directors and Investment Manager also offer programmes of investor
meetings with larger institutional, private wealth and other shareholders to ensure that the Company is meeting their
needs. Such regular meetings may take the form of joint meetings or solely with a Director where any matters of
concern may be raised directly. The Chairman and other Directors are available to meet and speak with Shareholders
throughout the managed wind-down process.
The European partner lending banks are also key stakeholders. The Company leverages off the Investment
Manager’s key relationships with a wide range of lending banks and the Investment Manager has regular contact with
these banks updating them on the portfolio and valuations and progress towards completing the managed wind-down
of the portfolio.
The other key stakeholder group is that of the underlying tenants that occupy space in the properties that the Company
owns. Historically, the Board has conducted an annual site visit with the aim of meeting tenants locally and discussing
their businesses and needs and assessing where improvements may be made or expectations managed. The Investment
Manager’s asset managers are tasked with conducting meetings with building managers and tenant representatives in
order to ensure the smooth running of the day-to-day management of the properties. The Board receives reports on
the tenants’ activities at its regular Board meetings.
The Board via the Management Engagement Committee also ensures that the views of its service providers are heard
and at least annually reviews these relationships in detail. The aim is to ensure that contractual arrangements remain
in line with best practice, services being offered meet the requirements and needs of the Company and performance is
16
Annual Report 2025
in line with the expectations of the Board, Manager, Investment Manager and other relevant stakeholders. Reviews
will include those of the Company depositary, custodian, share registrar, broker, legal adviser and lenders.
The Investment Manager’s Report on page 19 to 21 details the key investment decisions taken during the year and
subsequently. The Investment Manager has managed the Company’s assets in accordance with the revised investment
objective provided by shareholders at the General Meeting held in July 2024, under the oversight of the Board. The
Company is aiming to maintain gearing or around 35% during the liquidation process and the level at the year-end
was 27.6%. Aberdeen’s dedicated treasury team has negotiated the debt facilities at competitive market rates.
The Board will continue to monitor, evaluate and seek to improve these processes as the Company winds down, to
ensure that the liquidation process is delivered to shareholders and other stakeholders in line with their expectations.
Future
The Board’s view on the portfolio sale process can be found in my Chairman’s Statement on pages 5 and 6 whilst the
Investment Manager’s views on the outlook for the remaining assets in the portfolio are included on pages 19 to 21.
Tony Roper
Chairman
21 April 2026
17
Annual Report 2025
Financial Highlights
31 December 2025
31 December 2024
Total assets (€’000)
235,433
661,197
Total equity shareholders’ funds (net assets) (€’000)
138,260
374,108
Net asset value per share (cents)
1
33.5
90.8
Net asset value per share (pence)
1
29.3
75.3
Share price - (mid market) (pence)
26.6
58.8
Market capitalisation (£’000)
109,638
242,359
Share price discount to sterling net asset value (%)
1
(9.2)
(21.9)
Dividends and earnings
Net asset value total return per share (EUR) (%)
1
(11.2)
0.9
Dividends paid per share
4.03c (3.44p)
3.36c (2.85p)
Revenue reserves (€’000)
32,258
29,026
Profit / (loss) (€’000)
(33,263)
3,030
Operating costs
Ongoing charges ratio (excluding property costs) (%)
1
1.8
1.5
Ongoing charges ratio (including property costs) (%)
3.6
2.0
1
Considered to be an Alternative performance measure (see Glossary on pages 112 to 116 for more information).
Performance
Year ended 31
December 2025
%
Year ended 31
December 2024
%
Since Launch
%
Share price total return (GBP)
24.2
0.1
1.76
Net asset value total return (EUR)
(11.2)
0.9
(4.0)
Dividends declared in respect of the Financial Year to 31 December 2025
Dividend
GBP pence
Dividend
Euro cents
equivalent
1
Qualifying
interest
GBP pence
Qualifying
interest Euro
cents
equivalent
ex-dividend
date
Record
date
Pay date
First interim
0.71
0.85
0.18
0.21
29/05/2025
30/05/2025
30/06/2025
Second interim
0.35
0.41
0.51
0.59
28/08/2025
29/08/2025
29/09/2025
Third interim
0.36
0.41
0.52
0.59
27/11/2025
28/11/2025
30/12/2025
Total
1.42
1.67
1.21
1.39
1
The interim distributions are paid in GBP to shareholders on the register. However, over the year shareholders have been able to make an election
to receive distributions in euros.
18
Annual Report 2025
B Share Capitalisation Issues in respect of the Financial Year to 31 December 2025
B Share
Distribution
Number
B Shares
Ratio to
Ordinary
shares
Pence
per B
Share
Funds
Returned
(£m)
ex-date
Record
date
Redemption
date
Pay
date
1
4 for 1
4.0
16.49
05/03/2025
06/03/2025
07/03/2025
20/03/2025
2
12 for 1
12.0
49.46
29/07/2025
30/07/2025
31/07/2025
13/08/2025
3
13 for 1
13.0
53.58
15/09/2025
16/09/2025
17/09/2025
30/09/2025
4
10 for 1
10.0
41.22
15/12/2025
16/12/2025
17/12/2025
30/12/2025
Total
39.0
160.75
19
Annual Report 2025
Investment Manager’s Review
I am pleased to present a review of the 2025 financial year for the Company together with market commentary as we
continue to implement the managed wind-down.
Managed wind-down and asset management update
In July 2024, Shareholders voted in favour of the revised investment policy, formally approving the implementation
of a managed wind-down.
Our main objective in 2025 has been focused on realising all existing assets in the Company’s portfolio in an orderly
manner. However, the sales strategy has remained tightly integrated with leasing and asset management initiatives,
ensuring income streams were secured, liquidity enhanced and individual asset values optimised for disposal.
Against this backdrop, property expenses were higher than in prior periods despite the Company’s managed wind-
down. This was driven by targeted property initiatives implemented to prepare assets for disposal and improve their
marketability, as well as the conclusion of certain property related matters as part of the wind down process. The
Investment Manager believes these costs are appropriate in the context of maximising realised disposal values.
Our local teams on the ground are crucial in managing our diverse portfolio and supporting the execution of the
managed wind-down. With highly experienced asset management and transactions teams around Europe, we are well-
equipped and have engaged directly with occupiers, market participants and local brokers alike to ensure that best
value can be achieved though the managed wind-down.
As at 31 December 2025, 5 assets out of 27 were remaining. The Netherlands represented the largest geographic
exposure in the portfolio by value (66.0%), France representing the remaining assets (34.0%). Following 3 sales
completed post the period end (2 assets sold in France and 1 in the Netherlands), the Company no longer has exposure
to France, Spain, Poland and Germany at the time of writing the paper.
Foregoing sales and leasing activity
Since the start of the managed wind-down the Company has disposed of 25 assets of which 21 were sold during the
year under review. Over the year, intensive leasing activities across the four countries materially enhanced the value
and liquidity of the assets, underpinning buyer demand, supporting pricing and facilitating orderly disposals.
In January 2025, the Company completed the sale of a portfolio of 2 assets located in Madrid and Barcelona, Spain to
an institutional buyer for a total price of €29.7 million.
In July, the Company completed the sale of its two multi-let warehouses located in Flörsheim and Erlensee, Germany
for an aggregate property value of approximately €66.5 million on a share deal basis to an institutional investor,
representing a c.10% premium to the Q1 2025 valuation.
The Company also concluded the sale of two further warehouses across two separate deals, located in Horst and
s’Heerenberg, the Netherlands, for an aggregate property value of €34.7 million to, respectively, an institutional
investor and a logistics investor, representing a c.3.0% discount to the Q1 2025 valuation.
In Madrid Gavilanes unit 3C in Spain, a lease with MCR was completed on a 7-year term. The unit is fully let. This
allowed the Company to complete the sale of the portfolio of nine assets in Gavilanes, Madrid at the end of July to an
international logistics investor. The transaction was structured as a corporate disposal, involving the sale of the Spanish
subsidiaries that hold the underlying property assets, for a net consideration of approximately €146 million. Following
the sale, no CGT was crystallised and the agreed pricing reflected the buyer assuming responsibility for the latent
CGT liability within the acquired entities.
20
Annual Report 2025
In August, the Company completed the disposal of its warehouse in Zeewolde, the Netherlands, for approximately
€27.2 million to a logistics investor, representing a 2.5% discount to the Q1 2025 valuation.
In Krakow, Poland, following a recent prolongation of the IDC Polonia lease by 3 years, we also reached an agreement
with the main tenant of the building, Lynka (30%) on a 7-year lease extension until 2033 with full indexation,
improving liquidity of the asset. The total incentive package to Lynka included a contribution to installing photovoltaic
(PV) panels for their exclusive consumption.
Following the above leasing activity in Poland, in October, the Company completed the disposal of the portfolio
composed of the three multi-let warehouse estates located in Krakow, Lodz and Warsaw for an aggregate consideration
of approximately €84 million to an international investor active in Poland, representing a c.5% discount to the Q2
2025 valuation.
In December, the Company completed the disposal of two warehouses located in Bruges (Bordeaux) and La Crèche
(Niort) in France for an aggregate consideration of approximately €15.6 million to their existing tenant, the logistics
group Dachser France. The assets were disposed of in line with the values reflected in the Company’s Q3 2025
estimated net asset value.
Post Year End, three further sales completed:
In Gevrey, Dijon in France the 12-year lease regear with Dachser was completed with effect from 1 January 2026. It
allowed the Company to complete the sale of the asset in January 2026, for a consideration of approximately €7.9
million to an institutional investor, in line with the value reflected in the Company’s Q3 2025 estimated net asset value.
In March, the sale of the cross-dock warehouse located in Waddinxveen was completed for a consideration of
approximately €35 million to an institutional investor, 4.5% ahead of the Company’s independent Q3 2025 valuation.
The company also completed the sale of its last asset in France located in Noves, Avignon for a consideration of €47.5
million to an international investor, in line with the Company’s independent Q3 2025 valuation.
These transactions significantly progress the shareholder approved managed wind-down, with 25 of the original 27
assets in the Company’s portfolio now sold, generating aggregate gross sales proceeds of over €507 million, prior to
the repayment of associated debt.
Continued sales progress and leasing activity
The final 2 assets remain at various stages of the sales process, with further completions targeted in Q2 2026 onwards.
The Investment Manager continues to assess ongoing asset management initiatives, including further possible capital
expenditure, and engage with tenants to identify opportunities where the Company can enhance value in advance of
potential disposals.
Active leasing execution reduced portfolio voids to 0% as at 31 December 2025, following the successful letting of
all vacant units.
Shareholders are reminded that, as the managed wind-down progresses and further asset disposals are completed, the
Company’s income will decline accordingly with operational costs of the Company and remaining SPVs increasingly
being met from capital.
At Ede in the Netherlands, Kruidvat (AS Watson) completed the lease amendment to incorporate the vacant offices
(75% of office space) within their demise for nil rent. This tidied up the management arrangements, creating a single
let asset, removing the service charge management and administration providing a cleaner single let asset for sale.
Discussions are ongoing to sign a further lease amendment to facilitate the reading of previous lease amendments.
21
Annual Report 2025
Fundamentally, the foregoing sales and leasing activity demonstrates the Investment Manager’s commitment to
implementing both the sales strategy required for the wind-down, as well as delivering successful asset management
and leasing initiatives, which has fed into improved asset liquidity and underpinned valuations through the sales
process.
Property Portfolio
Country
Property
Principal Tenant
WAULT
incl breaks
(years)
WAULT
excl breaks
(years)
% of
Portfolio
1
France
Dijon
1
Dachser
4.0
7.0
5-10
2
France
Avignon, Noves
1
Biocoop
8.7
8.7
25-30
3
the Netherlands
Den Hoorn
Van der Helm
4.4
4.4
25-30
4
the Netherlands
Ede
AS Watson (Kruidvat)
7.7
7.7
15-20
5
the Netherlands
Waddinxveen
1
Combilo International
7.9
7.9
20-25
TOTAL
6.7
6.8
1
Sold after 31 December 2025.
Troels Andersen
Fund Manager, Aberdeen
21 April 2026
22
Annual Report 2025
Group Structure
As at 31 December 2025
Legal entity country of domiciliation
1
Liquidated after 31
st
December 2025.
abrdn European Logistics
Income plc
PDC Industrial Centre
72 Sp. z.o.o
PDC Industrial Centre
92 Sp. z.o.o
Circulus Investments
Sp. z.o.o
ASELI France Holding
SAS
AELI Messageries SCI
ASELI Meung SCI
ASELI Avignon SCIASELI Leon B.V
1
ASELI Netherlands I
B.V
ASELI Waddinxveen
B.V
ASELI Netherlands II
B.V
ASELI ‘s Heerenberg
B.V
ASELI Netherlands
Holding B.V
ASELI Den Hoorn B.V
ASELI Madrid Holding
S.L
AELI Madrid Holding 2
S.L
United Kingdom
Spain
The Netherlands
France
Poland
23
Annual Report 2025
Streamlined Energy and Carbon Reporting
SECR table - GHGs
Data Type (all figures
absolute)
2023
2024
2025
% Change
2025 v 2024
% Change
2024 v 2023
Total Scope 1 & 2 GHG
Emissions (tCO2
e
)
6,837
5,436
5,398
-1%
-21%
Emissions Intensity
(kgCO2e/m2 NLA) - Scopes 1
& 2
24.40
21.05
19.51
-7%
-14%
Total Landlord Energy
Consumption (kWh)
16,308,479
16,371,422
12,567,154
-23%
0%
Actual data has been used where possible, however, not all invoices have been received for the reporting year
(01/01/2025 to 31/12/2025) and so where actual consumption data is missing, estimated data has been used.
To estimate the missing data an estimation methodology hierarchy has been followed:
1. The first option, which provides the highest level of reliability, is to gap fill the missing data at the meter level
using a statistical model based on previous known consumption data.
2. If this option is not available then the next step is to extrapolate the missing data using previously collected data
from other tenants or meters in the building and applying it across the relevant floor area.
3. Finally, if the other two options are not suitable then an indexing approach has been taken. This approach applies
industry benchmark data for the asset type using a floor area basis. This option has the lowest level of reliability.
Sustainable Finance Disclosure Regulation (SFDR)
The Company falls in-scope of the EU’s Sustainable Finance Disclosure Regulation and is classed as an Article 8
Fund which does not have a sustainable investment objective but promotes environmental and social characteristics
as part of its investment process.
The Company’s periodic disclosure documentation required as part of its SFDR obligations is shown within the
Corporate Information section of this document.
Taskforce for Climate-related Financial Disclosure (TCFD)
TCFD was established to provide a standardised way to disclose and assess climate-related risks and opportunities.
Recommendations are structured around four key topics: Governance, Strategy, Risk Management and Metrics &
Targets. The Company is committed to implementing the recommendations of the TCFD to provide investors with
information on climate risks and opportunities that are relevant to the business. TCFD covers risks and opportunities
associated with two overarching categories of climate risk; transition and physical:
Transition risks are those that relate to an asset, portfolio or company’s ability to decarbonise. An entity can be
exposed to risks as a result of carbon pricing, regulation, technological change and shifts in demand related to the
transition.
Physical risks are those that relate to an asset’s vulnerability to factors such as increasing temperatures and extreme
weather events as a result of climate change. Exposure to physical risks may result in, for example, direct damage to
assets, rising insurance costs or supply chain disruption.
There is still significant uncertainty and methodological immaturity in assessing climate risks and opportunities and
there is not yet a widely recognised net zero carbon standard. Nonetheless, the Company has progressed already with
work to model the implications of decarbonising the portfolio in line with a 1.5°C scenario (using the ‘Carbon Risk
24
Annual Report 2025
Real Estate Monitor’ (CRREM) as a real estate specific framework to measure against) and undertaken analysis to
understand potential future physical climate risks.
There are different regulations in place that require companies to disclose against various levels of TCFD
recommendations. Whilst the Company does not fall in scope of the ‘Companies (Strategic Report) (related Financial
Disclosure) Regulations 2022’, the Company still voluntarily follows this framework, as best practice, to provide an
overview of the Company’s approach to all 11 TCFD recommendations. Note that this disclosure against the TCFD
recommendations is entirely voluntary. The Company does, however, fall under the regulatory framework created by
the Financial Conduct Authority (FCA) in Policy Statement 21/24, for asset managers, life insurers and FCA-regulated
pension providers to make climate-related disclosures consistent with the recommendations of the TCFD. In order to
meet this requirement, the Company is required to publish a standalone TCFD report no later than June each year.
Please see the 2024 TCFD report for the Company at aberdeeninvestments.com/en-gb/trusts/prices-and-literature
25
Annual Report 2025
Governance
Your Board of Directors
Anthony Roper
Status: Independent Non-Executive Chairman.
Length of service: Eight years, appointed a Director on 8 November 2017 and Chairman on 11 June 2019.
Experience: Tony started his career as a structural engineer with Ove Arup and Partners in 1983. In 1994 he joined
John Laing plc to review and make equity investments in infrastructure projects both in the UK and abroad and then
in 2006 he joined HSBC Specialist Investments (‘HSIL’) to be the fund manager for HICL Infrastructure Company
Limited. In 2011, Tony was part of the senior management team that bought HSIL from HSBC, renaming it InfraRed
Capital Partners. Tony was a Managing Partner and a senior member of the infrastructure management team at
InfraRed Capital Partners until June 2018. He holds a MA in Engineering from Cambridge University and is an
ACMA.
Last re-elected to the Board: 25 June 2025.
Contribution: The Nomination Committee has reviewed the contribution of Mr Roper in light of his forthcoming re-
election at the AGM to be held on 1 June 2026 and concluded that Mr Roper has continued to skilfully chair the
Company through a turbulent yet successful year for the Company, making himself available often at short notice for
Board meetings and investment and corporate update meetings without one hundred percent attendance for the year.
Mr Roper’s real estate and investment trust experience is deeply valued by his fellow Directors.
Committee membership: Audit Committee, Management Engagement Committee and Nomination Committee.
Remuneration: £60,000 per annum.
All other public company directorships: SDCL Efficiency Income Trust plc and Foresight Solar Fund Limited.
Connections with Company or Investment Manager: None.
Shared Directorships with any other Trust Directors: None.
Shareholding in Company: 122,812 Ordinary shares
Caroline Gulliver
Status: Senior Independent Non-Executive Director.
Length of service: Eight years, appointed a Director on 8 November 2017.
Experience: Caroline is a chartered accountant with over 25 years’ experience at Ernst & Young LLP, latterly as an
executive director before leaving in 2012. During that time, she specialised in the asset management sector and
developed an extensive experience in the investment trust sector. She is a director of a number of other investment
companies.
Last re-elected to the Board: 25 June 2025.
26
Annual Report 2025
Contribution: The Nomination Committee has reviewed the contribution of Ms Gulliver in light of her forthcoming
re-election at the AGM to be held on 1 June 2026 and concluded that Ms Gulliver has continued to expertly chair the
Audit Committee through the year drawing on her significant wealth of financial and accounting experience.
Committee membership: Audit Committee (Chairman), Nomination Committee and Management Engagement
Committee.
Remuneration: £47,000 per annum.
All other public company directorships: Polar Capital Global Healthcare Trust plc and MIGO Opportunities Trust
plc.
Connections with Company or Investment Manager: None.
Shared Directorships with any other Directors: None.
Shareholding in Company: 90,000 Ordinary shares
John Heawood
Status: Independent Non-Executive Director.
Length of service: Eight years, appointed a Director on 8 November 2017.
Experience: John has over 40 years’ experience as a Chartered Surveyor advising a broad range of investors,
developers and occupiers. He was a partner, and subsequently a director, of DTZ responsible for the London-based
team dealing with industrial, logistics and business park projects across the UK. In 1996 he was appointed to the board
of SEGRO plc and was responsible for its UK business for the next 12 years. From 2009-2013 he was managing
director of the Ashtenne Industrial Fund, a £500 million multi-let industrial and logistics portfolio managed by Aviva
on behalf of 13 institutional investors. John is currently also a trustee of Marshalls Charity.
Last re-elected to the Board: 25 June 2025.
Contribution: The Nomination Committee has reviewed the contribution of Mr Heawood in light of his forthcoming
re-election at the AGM to be held on 1 June 2026 and concluded that Mr Heawood has continued to provide significant
real estate experience and insight to the Board as well as expertly chairing the Management Engagement Committee.
Committee membership: Management Engagement Committee (Chairman), Audit Committee and Nomination
Committee.
Remuneration: £40,000 per annum.
All other public company directorships: None
Connections with Company or Investment Manager: None.
Shared Directorships with any other Directors: None.
Shareholding in Company: 60,000 Ordinary shares
27
Annual Report 2025
Director’s Report
The Directors present their Report and the audited financial statements for the year ended 31 December 2025.
Results and Dividends
Details of the Company’s results and dividends are shown on page 4 of this Annual Report. The dividend policy is
disclosed on page 37.
Investment Trust Status
The Company was incorporated on 25 October 2017 (registered in England & Wales No. 11032222) and has been
accepted by HM Revenue & Customs as an investment trust subject to the Company continuing to meet the relevant
eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements of Part 2 Chapter
3 Statutory Instrument 2011/2999 for all financial periods commencing on or after 15 December 2017. The Directors
are of the opinion that the Company has conducted its affairs for the year ended 31 December 2025 so as to enable it
to comply with the ongoing requirements for investment trust status and continue to engage with advisers and monitor
the position during the managed wind-down in seeking to maintain investment trust status.
Individual Savings Accounts
The Company has conducted its affairs so as to satisfy the requirements as a qualifying security for Individual Savings
Accounts. The Directors intend that the Company will continue to conduct its affairs in this manner.
Share Capital
The Company’s capital structure is summarised in note 16 to the financial statements. At 31 December 2025, there
were 412,174,356 fully paid Ordinary shares of 1p each in issue. During the year no Ordinary shares were purchased
in the market for treasury or cancellation and no Ordinary shares were issued or sold from Treasury.
B Share Scheme
On 22 November 2024 Shareholders approved the authority for the Company to issue and redeem up to £300 million
of B Shares. During the year, the Board returned capital to Shareholders by way of a bonus issue of redeemable B
Shares (with a nominal value of one penny each), which were immediately redeemed by the Company for cash
consideration equal to the amount treated as paid up on the issue of the B Shares. The Board considers this to be one
of the fairest and most efficient ways of returning substantial amounts of cash to Shareholders.
The quantum and timing of any return(s) of capital to Shareholders under a B Share Scheme is at the discretion of the
Board and will be dependent on the realisation of the Company’s investments and its liabilities, general working
capital requirements and the amount and nature (from a tax perspective) of its distributable reserves. The adoption of
a B Share scheme does not limit the ability of the Company to return cash to Shareholders by using other mechanisms
and the Board will continue to monitor the tax effectiveness and cost efficiency of using B Shares.
First B Share Capitalisation Issue
On 17 February 2025, the Board resolved to return approximately £16.5 million in aggregate to Shareholders via an
issue of B Shares on the basis of 4 B Shares for every 1 Ordinary Share held at the record date of 6 March 2025. The
proceeds from the redemption of the B Shares, equivalent to 4.0 pence per Ordinary Share and totalling £16,486,974,
were paid to Shareholders on 20 March 2025.
Second B Share Capitalisation Issue
On 16 July 2025, the Board further resolved to return approximately £49.5 million in aggregate to Shareholders via a
second issue of B Shares on the basis of 12 B Shares for every 1 Ordinary Share held at the record date of 30 July
28
Annual Report 2025
2025. The proceeds from the redemption of the B Shares, equivalent to 12.0 pence per Ordinary Share and totalling
£49,460,923, were paid to Shareholders on 13 August 2025.
Third B Share Capitalisation Issue
On 29 August 2025 the Board resolved to return approximately £53.5 million in aggregate to Shareholders via a third
issue of B Shares on the basis of 13 B Shares for every 1 Ordinary Share held at the record date of 16 September 2025.
The proceeds from the redemption of the B Shares, equivalent to 13.0 pence per Ordinary Share and totalling
£53,582,666, were paid to shareholders on 30 September 2025.
Fourth B Share Capitalisation Issue
On 2 December 2025 the Board resolved to return approximately £41.2 million in aggregate to Shareholders via a
fourth issue of B Shares on the basis of 10 B Shares for every 1 Ordinary Share held at the record date of 16 December
2025. The proceeds from the redemption of the B Shares, equivalent to 10.0 pence per Ordinary Share and totalling
£41,217,436, were paid to Shareholders on 30 December 2025.
Voting Rights, Share Restrictions and Amendments to Articles of Association
Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company.
The Ordinary shares carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company,
the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings.
There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control
attached to securities; no agreements between holders of securities regarding their transfer known to the Company;
and no agreements which the Company is party to that might affect its control following a takeover bid.
In accordance with the Companies Act, amendments to the Company’s Articles of Association may only be made by
shareholders passing a special resolution in general meeting.
Borrowings
A full breakdown of the Company’s loan facilities is provided in note 14 to the financial statements.
Management Agreement
Under the terms of a Management Agreement dated 17 November 2017 between the Company and the AIFM, abrdn
Fund Managers Limited (and amended by way of side letters dated 25 May 2018, 22 February 2019, 24 January 2023
and 10 July 2024), the AIFM was appointed to act as alternative investment fund manager of the Company with
responsibility for portfolio management and risk management of the Company’s investments. Under the terms of the
Management Agreement, the AIFM may delegate portfolio management functions to the Investment Manager and is
entitled to an annual management fee together with reimbursement of all reasonable costs and expenses incurred by it
and the Investment Manager in the performance of its duties.
Effective 1 August 2024 the Company has paid lower management fees at the rate of 0.5% (reduced from 0.75%) and
additional disposal fees between 0.65% and 0.75% depending on the net disposal proceeds realised on sale of
investment properties. In addition, with effect from 23 July 2024, the Management Agreement became terminable by
the Company or aFML on not less than three months’ notice with such notice not to be served before 31 March 2025.
The annual management fee is payable in Euros quarterly in arrears, save for any period which is less than a full
calendar quarter when it would be paid on a pro rata basis.
The AIFM has also been appointed by the Company under the terms of the Management Agreement to provide day-
to-day administration services to the Company and provide the general company secretarial functions required by the
29
Annual Report 2025
Companies Act. In this role, the AIFM will provide certain administrative services to the Company which includes
reporting the Net Asset Value, bookkeeping and accounts preparation. Effective from March 2020 accounting and
administration services undertaken on behalf of the Company have been delegated to Brown Brothers Harriman.
The AIFM has also delegated the provision of the general company secretarial services to abrdn Holdings Limited.
Risk Management
Details of the financial risk management policies and objectives relative to the use of financial instruments by the
Company are set out in note 23 to the financial statements.
The Board
The current Directors are Ms Gulliver, Mr Heawood and Mr Roper who, were the only Directors who served during
the year. In accordance with the Articles of Association, each Director will retire from the Board at the Annual General
Meeting convened for 1 June 2026 and, being eligible, will offer himself or herself for re-election to the Board. In
accordance with Principle 23 of the AIC’s 2024 Code of Corporate Governance, each Director will retire annually and
submit themselves for re-election at the AGM.
The Board considers that there is a balance of skills and experience within the Board relevant to the leadership and
direction of the Company and that all the Directors contribute effectively.
In common with most investment trusts, the Company has no employees. Directors’ & Officers’ liability insurance
cover has been maintained throughout the year at the expense of the Company.
Board Diversity
As indicated in the Strategic Report, the Board recognises the importance of having a range of skilled, experienced
individuals with the right knowledge represented on the Board in order to allow it to fulfil its obligations. The Board
also recognises the benefits and is supportive of, and will give due regard to, the principle of diversity in its recruitment
of new Board members. The Board will not display any bias for age, gender, race, sexual orientation, socio-economic
background, religion, ethnic or national origins or disability in considering the appointment of Directors. The Board
will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each
appointment. The Board aims to take account of the targets set out in the FCA’s Listing Rules, which are set out below.
However, given the revised investment objective of the Company and the on-going sale of the portfolio, which is
expected to complete in the shorter term, the Board decided not to recruit a new non-executive Director to replace Ms
Wilde who retired in June 2024. Consequently, as the sales process culminates the Company is no longer in compliance
with some of these diversity targets.
As an externally managed investment company, the Board employs no executive staff and therefore does not have a
chief executive officer (CEO) or a chief financial officer (CFO) - both of which are deemed senior board positions by
the FCA. However, the Board considers the Chair of the Audit Committee to be a senior board position, and the
following disclosure is made on this basis. Other senior board positions recognised by the FCA are chair of the board
and senior independent director (SID). In addition, the Board has resolved that the Company’s year-end date be the
most appropriate date for disclosure purposes.
30
Annual Report 2025
The following information has been voluntarily disclosed by each Director and is correct as at 31 December 2025.
Number of Board
Members
Percentage of
the Board
Number of Senior
Positions on the
Board
3
Men
2
66.6%
1
Women
1
1
33.3%
2
Prefer not to say
-
-
White British or other White (including
minority-white groups)
3
100%
3
Minority Ethnic
2
-
-
0
Prefer not to say
-
-
-
1
Following the retirement of Ms Wilde in June 2024, this does not meet the target that at least 40% of Directors are women as set out in LR
6.6.6R (9)(a)(i).
2
Given that the Company is in managed wind-down which is expected to be completed in the shorter term, the Company is not recruiting for
further Board members. Therefore, this does not currently meet the target that at least one Director is from a minority ethnic background as set out
in LR 6.6.6R (9)(a)(iii).
3
The Company meets the target that at least one of the senior positions is filled by a woman as set out in LR 6.6.6R (a) (ii) for the year ended 31
December 2025. Senior positions defined as Chair, Audit Chair and Senior Independent Director.
The Role of the Chairman and Senior Independent Director
The Chairman is responsible for providing effective leadership to the Board, by setting the tone of the Company,
demonstrating objective judgement and promoting a culture of openness and debate. The Chairman facilitates the
effective contribution and encourages active engagement by each Director. In conjunction with the Company
Secretary, the Chairman ensures that Directors receive accurate, timely and clear information to assist them with
effective decision- making. The Chairman leads the evaluation of the Board and individual Directors, and acts upon
the results of the evaluation process by recognising strengths and addressing any weaknesses. The Chairman also
engages with major shareholders offering annual review meetings and ensures that all Directors understand
shareholder views.
The Senior Independent Director acts as a sounding board for the Chairman and as an intermediary for other directors,
when necessary. The Senior Independent Director takes responsibility for an orderly succession process for the
Chairman and leads the annual appraisal of the Chairman’s performance and is also available to shareholders to discuss
any concerns they may have.
Corporate Governance
The Company is committed to high standards of corporate governance. The Board is accountable to the Company’s
shareholders for good governance, and this statement describes how the Company has applied the principles identified
in the UK Corporate Governance Code as published in 2024 (the “UK Code”), which is available on the Financial
Reporting Council’s (the “FRC”) website: frc.org.uk.
The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published
in 2024 (the “AIC Code”). The AIC Code addresses the principles and provisions set out in the UK Code, as well as
setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code is available
on the AIC’s website: theaic.co.uk.
31
Annual Report 2025
The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed
by the FRC, provides more relevant information to shareholders. The full text of the Company’s Corporate Governance
Statement can be found on the Company’s website: eurologisticsincome.co.uk.
The Board confirms that, during the year, the Company complied with the principles and provisions of the AIC Code
and the relevant provisions of the UK Code, except as set out below.
Provision 24 of the UK Code requires members of the Audit Committee to be independent and ordinarily the Chair of
the Company would not be a member of the Committee. However, provision 29 of the AIC Code permits companies
to include the Chair as a member of the Audit Committee subject to the provision of an explanation. In September
2024, following the earlier retirement of Ms Diane Wilde, the Chair, Tony Roper joined the Audit Committee as a
member. Given the small size of the Board and its decision not to appoint any further Directors now that the Company
is in managed wind-down, the appointment of the Chair to this Committee provides the Committee with flexibility.
The Company confirms that the Chair was independent upon appointment and remains independent.
The UK Code includes provisions relating to:
• interaction with the workforce (provisions 2, 5 and 6);
• the need for an internal audit function (provision 26);
• the role and responsibility of the chief executive (provisions 9 and 14);
• previous experience of the chairman of a remuneration committee (provision 32); and
• executive directors’ remuneration (provisions 33 and 36 to 40).
The Board considers that these provisions are not relevant to the position of the Company, being an externally managed
investment company. In particular, all of the Company’s day-to-day management and administrative functions are
outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The
Company has therefore not reported further in respect of these provisions.
During the year ended 31 December 2025, the Board had four scheduled meetings and over 14 other ad hoc Board
meetings as well as numerous update calls, together with engagement with the Company’s largest shareholder, DL
Invest. In addition, the Audit Committee met three times and there was one meeting of the Management Engagement
Committee and one meeting of the Nomination Committee. Between meetings the Board maintains regular contact
with the Investment Manager. The Directors have attended the following scheduled Board meetings and Committee
meetings during the year ended 31 December 2025 (with their eligibility to attend the relevant meeting in brackets):
Director
Board
Audit Committee
MEC
Nomination
T Roper
4 (4)
3 (3)
1 (1)
1 (1)
C Gulliver
4 (4)
3 (3)
1 (1)
1 (1)
J Heawood
4 (4)
3 (3)
1 (1)
1 (1)
Policy on Tenure
The Board’s policy on tenure is that Directors need not serve on the Board for a limited period of time only. The Board
does not consider that the length of service of a Director is as important as the contribution he or she has to make, and
therefore the length of service will be determined on a case-by-case basis. However, in accordance with corporate
governance best practice and the future need to refresh the Board over time, it is currently expected that Directors will
not typically serve on the Board beyond the Annual General Meeting following the ninth anniversary of their
appointment.
32
Annual Report 2025
Board Committees
Audit Committee
The Audit Committee Report is on pages 46 to 49 of this Annual Report.
Nomination Committee
All appointments to the Board of Directors are considered by the Nomination Committee which, due to the relatively
small size of the Board, comprises all of the Directors and is chaired by the Chairman of the Company. The Nomination
Committee advises the Board on succession planning, bearing in mind the balance of skills, knowledge and experience
existing on the Board, and will make recommendations to the Board in this regard. The Nomination Committee also
advises the Board on its balance of relevant skills, experience and length of service of the Directors serving on the
Board. The Board’s overriding priority if appointing new Directors in the future will be to identify the candidate with
the best range of skills and experience to complement existing Directors. The Board recognises the benefits of diversity
and its policy on diversity is disclosed in the Strategic Report on page 13 and also on pages 29 and 30 above.
The Committee has put in place the necessary procedures to conduct, on an annual basis, an appraisal of the Chairman
of the Board, Directors’ individual self-evaluation and a performance evaluation of the Board as a whole and its
Committees. In 2025 the Board conducted an external evaluation using the services of Board Forms, an external
evaluation consultancy which is independent of the Company. The evaluation was based upon completed
questionnaires covering the Board, individual Directors, the Chairman, the Management Engagement Committee
Chairman and the Audit Committee Chairman. The Chairman then met each Director individually to review their
responses whilst the Senior Independent Director met with the Chairman to review his performance.
In accordance with Principle 23 of the AIC’s Code of Corporate Governance which recommends that all directors of
investment companies should be subject to annual re-election by shareholders, all the members of the Board will retire
at the forthcoming Annual General Meeting and will offer themselves for re-election. In conjunction with the
evaluation feedback, the Committee has reviewed each of the proposed reappointments and concluded that each of
the Directors has the requisite high level and range of business and financial experience and recommends their re-
election at the forthcoming AGM. Details of the contributions provided by each Director during the year are disclosed
on pages 25 and 26.
The Committee has reviewed the current size of the Board and the skill set provide by the existing Directors and has
concluded that in the run up to the liquidation of the Company there is no need to search for and appoint a new non-
executive Director.
Management Engagement Committee
The Management Engagement Committee comprises all of the Directors and is chaired by Mr Heawood. The
Committee reviews the performance of the Manager and Investment Manager and its compliance with the terms of
the management and secretarial agreement. The terms and conditions of the Manager’s appointment, including an
evaluation of fees, are reviewed by the Committee on an annual basis. Based upon the competitive management fee
and expertise of the Manager, the Committee believes that the continuing appointment of the Manager on the terms
agreed is in the interests of shareholders as a whole. The Committee also, at least annually, reviews the Company’s
relationships with its other service providers. These reviews aim to ensure that services being offered meet the
requirements and needs of the Company, provide value for money and performance is in line with the expectations of
stakeholders.
33
Annual Report 2025
Remuneration Committee
Under the FCA Listing Rules, where an investment trust has only non-executive directors, the Code principles relating
to directors’ remuneration do not apply. Accordingly, matters relating to remuneration are dealt with by the full Board,
which acts as the Remuneration Committee.
The Company’s remuneration policy is to set remuneration at a level to attract individuals of a calibre appropriate to
the Company’s future development. Further information on remuneration is disclosed in the Directors’ Remuneration
Report on pages 39 to 43.
Terms of Reference
The terms of reference of all the Board Committees may be found on the Company’s website
eurologisticsincome.co.uk and copies are available from the Company Secretary upon request. The terms of reference
are reviewed and re-assessed by the relevant Board Committee for their adequacy on an annual basis.
Going Concern
The Directors, as at the date of this report, are required to consider whether they have a reasonable expectation that
the Company has adequate resources to continue in operational existence for the foreseeable future.
Following a comprehensive strategic review of the options available to the Company and after consulting with
advisers, as well as considering feedback from a number of larger shareholders, the Directors announced in May 2024
that a managed wind-down of the Company would be in the best interests of Shareholders as a whole. On 23 July
2024, Shareholders voted in favour of the new investment policy, formally approving a managed wind-down. As a
result, the Company’s investment objective is focused on realising all existing assets in the Company’s portfolio in an
orderly manner.
At the Requisitioned General Meeting held on 20 February 2026 shareholders overwhelmingly supported the Board’s
recommendation to vote against proposals from the Company’s largest shareholder DL Invest Group ISR SARL for
(i) the replacement of the Company’s investment policy on terms substantially similar to the investment policy of the
Company which was in effect prior to the adoption of the existing investment policy and (ii) the replacement of
Company’s Investment Manager with DL Invest Group ISR SARL. Consequently, the Board is continuing to proceed
with the managed wind down of the remaining assets in the portfolio in accordance with the wishes of the majority of
the Company’s shareholders and will endeavour to return the net proceeds to Shareholders in a timely manner before
proposing the appointment of a liquidator.
Whilst the Directors are satisfied that the Company has adequate resources to continue in operation throughout the
remaining wind-down period and to meet all liabilities as they fall due, given that the Company is now in managed
wind-down, the Directors consider it appropriate to continue to adopt a basis other than going concern in preparing
the financial statements.
No material adjustments to accounting policies or the valuation basis have arisen as a result of ceasing to apply the
going concern basis.
Additional details about going concern are disclosed in note 1 to the financial statements.
Management of Conflicts of Interest
The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this
process, the Directors prepare a list of other positions held and all other conflict situations that may need to be
authorised either in relation to the Director concerned or his/her connected persons. The Board considers each
Director’s situation and decides on any course of action required to be taken if there is a conflict, taking into
consideration what is in the best interests of the Company and whether the Director’s ability to act in accordance with
34
Annual Report 2025
his or her wider duties is affected. Each Director is required to notify the Company Secretary of any potential, or
actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at
each Board meeting.
No Director has a service contract with the Company although Directors are issued with letters of appointment upon
appointment. No Director had any interest in contracts with the Company during the year or subsequently.
The Board has adopted appropriate procedures designed to prevent bribery. The Company receives periodic reports
from its service providers on the anti-bribery policies of these third parties. It also receives regular compliance reports
from the Investment Manager.
The Criminal Finances Act 2017 introduced the corporate criminal offence of “failing to take reasonable steps to
prevent the facilitation of tax evasion”. The Board has confirmed that it is the Company’s policy to conduct all of its
business in an honest and ethical manner. The Board takes a zero-tolerance approach to the facilitation of tax evasion,
whether under UK law or under the law of any foreign country.
Accountability and Audit
The respective responsibilities of the Directors and the auditor in connection with the financial statements are set out
on pages 44 and 57 respectively.
Each Director confirms that:
• so far as he or she is aware, there is no relevant audit information of which the Company’s auditor is unaware; and,
• each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware
of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Additionally, there have been no important events since the year end that impact this Annual Report.
The Directors have reviewed the level of non-audit services provided by the independent auditor during the year
amounting to £nil (2024: £nil) and remain satisfied that the auditor’s objectivity and independence is being
safeguarded.
Independent Auditor
The auditor, KPMG LLP, has indicated its willingness to remain in office. The Directors will place a resolution before
the Annual General Meeting to re-appoint KPMG LLP as auditor for the ensuing year, should an audit be required for
2026, and to authorise the Directors to determine its remuneration.
Internal Control
The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness
and confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by
the Company. This process has been in place for the year under review and up to the date of approval of this Annual
Report and Financial Statements. It is regularly reviewed by the Board and accords with the FRC Guidance.
The Board has reviewed the effectiveness of the system of internal control. In particular, it has reviewed the process
for identifying and evaluating the significant risks affecting the Company and policies by which these risks are
managed.
The Directors have delegated the investment management of the Company’s assets to members of the Aberdeen Group
within overall guidelines, and this embraces implementation of the system of internal control, including financial,
operational and compliance controls and risk management. Internal control systems are monitored and supported by
the Aberdeen Group’s internal audit function which undertakes periodic examination of business processes, including
35
Annual Report 2025
compliance with the terms of the management agreement, and ensures that recommendations to improve controls are
implemented.
Risks are identified and documented through a risk management framework by each function within the Aberdeen
Group’s activities. Risk includes financial, regulatory, market, operational and reputational risk. This helps the
Aberdeen group internal audit risk assessment model identify those functions for review. Any weaknesses identified
are reported to the Board, and timetables are agreed for implementing improvements to systems. The implementation
of any remedial action required is monitored and feedback provided to the Board.
The significant risks faced by the Company have been identified as being strategic; investment and asset management;
financial; regulatory; and operational.
The key components of the process designed by the Directors to provide effective internal control are outlined below:
• the AIFM prepares forecasts and management accounts which allows the Board to assess the Company’s activities
and review its performance;
• the Board and AIFM have agreed clearly defined investment criteria, specified levels of authority and exposure
limits. Reports on these issues, including performance statistics and investment valuations, are regularly submitted
to the Board and there are meetings with the AIFM and Investment Manager as appropriate;
• as a matter of course the AIFM’s compliance department continually reviews Aberdeen’s operations and reports to
the Board on a six monthly basis;
• written agreements are in place which specifically define the roles and responsibilities of the AIFM and other third-
party service providers and, where relevant, ISAE3402 Reports, a global assurance standard for reporting on
internal controls for service organisations, or their equivalents, are reviewed;
• the Board has considered the need for an internal audit function but, because of the compliance and internal control
systems in place within Aberdeen, has decided to place reliance on the Investment Manager’s systems and internal
audit procedures. At its March 2026 meeting, the Audit Committee carried out an annual assessment of internal
controls for the year ended 31 December 2025 by considering documentation from the AIFM and the Depositary,
including the internal audit and compliance functions and taking account of events since 31 December 2025. The
results of the assessment, that internal controls are satisfactory, were then reported to the Board at the subsequent
Board meeting.
Internal control systems are designed to meet the Company’s particular needs and the risks to which it is exposed.
Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve
business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement
and loss.
Substantial Interests
The Board has been advised that the following shareholders owned 3% or more of the issued Ordinary share capital
of the Company as at 31 December 2025 (based upon 412,174,356 Ordinary shares in issue):
Fund Manager
Shares at 31 December 2025
% at 31 December 2025
DL Invest Group
73,869,211
17.92
East Riding of Yorkshire
33,000,000
8.01
Hargreaves Lansdown, stockbrokers (EO)
28,852,093
7.00
Interactive Investor (EO)
20,393,759
4.95
Quilter Cheviot Investment Management
19,189,003
4.66
AJ Bell, stockbrokers (EO)
14,236,550
3.45
RBC Brewin Dolphin Ireland
14,212,278
3.45
36
Annual Report 2025
There have been no significant changes notified in respect of the above holdings between 31 December 2025 and 21
April 2026.
Relations with Shareholders
The Directors place a great deal of importance on communication with shareholders. The Annual Report will be widely
distributed to other parties who have an interest in the Company’s performance. Shareholders and investors may obtain
up to date information on the Company through the freephone information service shown under Investor Information
and on the Company’s website eurologisticsincome.co.uk.
abrdn Holdings Limited (aHL) has been appointed Company Secretary to the Company. Whilst aHL is a wholly owned
subsidiary of the Aberdeen Group, there is a clear separation of roles between the Investment Manager and Company
Secretary with different board compositions and different reporting lines in place. The Board notes that, in accordance
with Market Abuse Regulations, procedures are in place to control the dissemination of information within the
Aberdeen Group plc group of companies when necessary. Where correspondence addressed to the Board is received
there is full disclosure to the Board. This is kept confidential if the subject matter of the correspondence requires
confidentiality.
The Board’s policy is to communicate directly with shareholders and their representative bodies without the
involvement of representatives of the Investment Manager (including the Company Secretary and Investment
Manager) in situations where direct communication is required and usually a representative from the Board is available
to meet with major shareholders on an annual basis in order to gauge their views.
The Notice of the Annual General Meeting, included within the Annual Report and financial statements, is sent out at
least 20 working days in advance of the meeting. In normal circumstances, all Shareholders have the opportunity to
put questions to the Board or the Investment Manager at the Company’s Annual General Meeting. Shareholders are,
however, invited to send any questions for the Board and/or the Investment Manager on the Annual Report by email
to European.Logistics@aberdeenplc.com. The Company Secretary is available to answer general shareholder
queries at any time throughout the year.
Annual General Meeting
The Annual General Meeting will be held on 1 June 2026 at 18 Bishops Square, London E1 6EG at 11:00 a.m. In
addition to the usual resolutions the following matters will be proposed at the AGM:
Special Business: Purchase of the Company’s Shares
Resolution 9 is a special resolution proposing to renew the Directors’ authority to make market purchases of the
Company’s shares in accordance with the provisions contained in the Companies Act 2006 and the Listing Rules of
the Financial Conduct Authority. The minimum price to be paid per Ordinary share by the Company will not be less
than £0.01 per share (being the nominal value) and the maximum price should not be more than the higher of (i) an
amount equal to 5% above the average of the middle market quotations for an Ordinary share taken from the London
Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary
share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the current highest
independent bid on the trading venue where the purchase is carried out.
The Directors do not intend to use this authority to purchase the Company’s Ordinary shares unless to do so would
result in an increase in NAV per share and would be in the interests of Shareholders generally. The authority sought
will be in respect of 14.99% of the issued share capital as at the date of the Annual General Meeting rather than the
date of this document.
37
Annual Report 2025
The Directors view buybacks as a useful tool for seeking to assist in the management of the liquidity of the Company’s
shares which could be used as one of a number of methods to address imbalances of supply and demand which,
arithmetically, can cause discounts to NAV per share. However, the Company’s revised investment objective means
that most available cash will be returned to shareholders where possible in the form of capital distributions. Shares
bought back would be purchased at a discount to the prevailing NAV per share and the result would be accretive to
the NAV for all on-going shareholders.
The authority being sought will expire at the conclusion of the Annual General Meeting in 2027 or 30 June 2027,
whichever is earlier unless it is renewed before that date. Any Ordinary shares purchased in this way will either be
cancelled and the number of Ordinary shares will be reduced accordingly or held in treasury.
This share buyback power will give the Directors additional flexibility going forward and the Board considers that it
will be in the interests of the Company that such authority be available. Share buybacks will only take place when, in
the view of the Directors, to do so will be to the benefit of Shareholders as a whole.
Special Business: Notice of Meetings
Resolution 10 is a special resolution seeking to authorise the Directors to call general meetings of the Company (other
than Annual General Meetings) on 14 days’ clear notice. This approval will be effective until the Company’s Annual
General Meeting in 2027 or 30 June 2027, whichever is earlier. In order to utilise this shorter notice period, the
Company is required to ensure that Shareholders are able to vote electronically at the general meeting called on such
short notice. The Directors confirm that, in the event that a general meeting is called, they will give as much notice as
practicable and will only utilise the authority granted by Resolution 10 in limited and time sensitive circumstances.
Special Business: Cancellation of the Capital Redemption Reserve
In order to assist with the process of distributing net disposal proceeds to Shareholders by way of B Share capital
redemptions, the Company is proposing to cancel the Company’s current Capital Redemption Reserve in order to
create a further distributable reserve for the purposes of supporting distributions under the Companies Act.
Resolution 11, to be proposed at the General Meeting, seeks the approval of Shareholders for the cancellation of the
Company’s current Capital Redemption Reserve.
Dividend Policy
As a result of the timing of the payment of the Company’s quarterly dividends, the Company’s Shareholders are unable
to approve a final dividend each year. In line with good corporate governance, the Board therefore proposes to put the
Company’s dividend policy to Shareholders for approval at the Annual General Meeting and on an annual basis.
Resolution 3 is an ordinary resolution to approve the Company’s dividend policy. The Company’s dividend policy
shall be that dividends on the Ordinary shares are payable as required to maintain investment trust status during the
managed wind down and, if deemed expedient by the Board, to return sale proceeds to shareholders in a timely manner
and the last dividend referable to a financial year end will not be categorised as a final dividend that is subject to
Shareholder approval. The Company has the flexibility in accordance with its Articles to make distributions from
capital.
Shareholders should note that references to ‘‘dividends’’ are intended to cover both dividend income and income which
is designated as an interest distribution for UK tax purposes and therefore subject to the interest streaming regime
applicable to investment trusts.
38
Annual Report 2025
Recommendation
Your Board considers Resolutions 9 to 11 to be in the best interests of the Company and its members as a whole and
most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, your Board
unanimously recommends that Shareholders should vote in favour of all Resolutions to be proposed at the AGM, as
they intend to do in respect of their own beneficial shareholdings amounting to 272,812 Ordinary shares.
By order of the Board
abrdn Holdings Limited
Company Secretaries
Registered Office:
280 Bishopsgate London EC2M 4AG
21 April 2026
39
Annual Report 2025
Directors’ Remuneration Report
The Board has prepared this report in accordance with the regulations governing the disclosure and approval of
Directors’ remuneration. This Directors’ Remuneration Report comprises three parts:
Remuneration Policy
Which is subject to a binding shareholder vote every three years (or sooner if varied during this interval) – approved
by Shareholders at the AGM held on 25 June 2025;
Implementation Report
Which provides information on how the Remuneration Policy has been applied during the year and which is subject
to an advisory vote on the level of remuneration paid during the year; and
Annual Statement
Which confirms compliance with the regulations.
The law requires the Company’s Auditor to audit certain of the disclosures provided in this report. Where disclosures
have been audited, they are indicated as such. The auditor’s opinion is included in the report on page 51.
Remuneration Policy
The Directors’ remuneration policy takes into consideration the principles of UK Corporate Governance and there
have been no changes to the policy during the year nor are there any changes proposed for the foreseeable future. No
shareholder views were sought in setting the remuneration policy although any comments received from shareholders
are considered by the Board.
As the Company has no employees and the Board is comprised wholly of non-executive Directors and, given the size
and nature of the Company, the Board has not established a separate Remuneration Committee. Directors’
remuneration is determined by the Board as a whole.
The Directors are non-executive and the Company’s Articles of Association limit the annual aggregate fees payable to
the Board of Directors to £300,000 per annum. This cap may be increased by shareholder resolution from time to time.
The annualised fees payable to Directors as at 31 December 2025 were:
£
Chairman
60,000
Chairman of Audit Committee
47,000
Director
40,000
The fees were increased to the above levels with effect from 1 July 2025.
Subject to this overall limit, the Board’s policy is that the remuneration of non-executive Directors should reflect the
nature of their duties, responsibilities and the value of their time spent and be fair and comparable to that of other
investment trusts that are similar in size, have a similar capital structure and have a similar investment objective or
managed wind-down strategy.
40
Annual Report 2025
Appointment
• The Company only appoints non-executive Directors.
• Directors must retire and be subject to election at the first AGM after their appointment and voluntarily submit
themselves for annual election.
• New appointments to the Board will be placed on the fee applicable to all Directors at the time of appointment.
• No incentive or introductory fees will be paid to encourage a Directorship.
• The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other
benefits.
• Directors are entitled to re-imbursement of out-of- pocket expenses incurred in connection with the performance
of their duties, including travel expenses.
• The Company indemnifies its Directors for all costs, charges, losses, expenses and liabilities which may be
incurred in the discharge of duties, as a Director of the Company.
Performance, Service Contracts, Compensation and Loss of Office
• The Directors’ remuneration is not subject to any performance-related fee.
• No Director has a service contract, although Directors are issued with letters of appointment.
• No Director has an interest in any contracts with the Company during the year or subsequently.
• The terms of appointment provide that a Director may be removed upon three months’ notice.
• Compensation will not be due upon leaving office.
• No Director is entitled to any other monetary payment or to any assets of the Company.
Directors’ and Officers’ liability insurance cover is maintained by the Company on behalf of the Directors. Under the
Articles, the Company indemnifies each of the Directors out of the assets of the Company against any liability incurred
by them as a Director in defending proceedings or in connection with any application to the Court in which relief is
granted and separate deeds of indemnity exist in this regard between the Company and each Director.
The Directors’ Remuneration Policy was approved at the AGM held on 25 June 2025 and became effective for the
three-year period to 31 December 2027.
Implementation Report
Directors’ Fees
The Board has carried out an annual review of the level of fees payable to Directors including analysis of fees paid by
comparable investment companies. The Board concluded that in light of the ongoing managed wind-down and
notwithstanding the considerably increased workload that has been placed upon the Board in 2025 and early 2026
there will be no change to the level of fees for the Directors in 2026. The Board reiterates its expectation that it does
not expect to make any further increases to Directors’ fee levels up to completion of the managed wind-down and the
point when the Company is liquidated and the Directors terminate their involvement with the Company. The fees were
last increased with effect from 1 July 2025. There are no further fees to disclose as the Company has no employees,
chief executive or executive directors. A resolution to approve the Directors’ Remuneration Report (excluding the
Directors’ Remuneration Policy but including the Implementation Report) will be proposed at the forthcoming AGM.
Company Performance
The following chart illustrates the total shareholder return (including reinvested dividends) for a holding in the
Company’s shares as compared to the FTSE All Share Index for the period from launch to 31 December 2025 (rebased
to 100 at launch). Given the absence of any meaningful index with which to compare performance, the FTSE All
Share index is deemed to be the most appropriate one against which to measure the Company’s performance.
41
Annual Report 2025
Inception to 31 December 2025
Statement of Voting at Annual General Meeting
At the Company’s AGM held on 25 June 2025, Shareholders approved the Directors’ Remuneration Report in respect
of the year ended 31 December 2024 (other than the Directors’ Remuneration Policy) and the Directors’ Remuneration
Policy for the three years ending 31 December 2027. The following proxy votes were received on the resolutions:
Resolution
For
*
Against
Withheld
(2) Receive and Adopt Directors’ Remuneration Report
(approved on 25 June 2025)
210.5m
(99.7%)
0.6m
(0.3%)
0.25m
(3) Approve Directors’ Remuneration Policy (approved on 25 June
2025)
210.4m
(99.7%)
0.7m
(0.3%)
0.28m
* Including discretionary votes.
42
Annual Report 2025
Spend on Pay (Audited)
Fees Payable
The Directors received the following fees which exclude employers’ NI and any VAT payable for the year ended 31
December 2025 and the year ended 31 December 2024.
Fees are pro-rated where a change takes place during a financial year. Increases were effective from 1 July 2025.
Director
2025
£’000
2024
£’000
T Roper
59
56
C Gulliver
46
43.5
J Heawood
39
37
D Wilde
1
-
18
Total
144
154.5
1
Ms Wilde retired from the Board on 24 June 2024.
In euro terms the Directors were paid €167,000 (2024: €180,000).
The table below shows the actual expenditure in the year in relation to Directors’ remuneration and shareholder
dividends.
2025
€’000
2024
€’000
Directors’ Fees paid
167
180
Dividends paid
16,610
13,850
Sums Paid to Third Parties
None of the fees disclosed above were payable to third parties in respect of making available the services of the
Directors.
Annual Percentage Change in Directors’ Remuneration
The table below sets out the annual percentage change in Directors’ fees for the past five years.
2025
%
2024
1
%
2023
%
2022
%
2021
%
T Roper
5.4
3.7
8.0
2.0
4.3
C Gulliver
5.8
3.6
5.0
2.6
2.6
J Heawood
5.4
2.8
2.9
2.9
3.0
1
In the 2024 Annual Report, the percentage changes in Directors’ remuneration were presented on a different basis to prior years,
comparing the revised annual fee rates to the prior year’s rates. On this basis, the percentage increases disclosed for 2024 were
7.4% for T Roper, 7.1% for C Gulliver and 5.6% for J Heawood.
These percentages have been recalculated to reflect the actual annual remuneration paid in 2024, taking into account that the fee
increases applied during the year, consistent with the methodology used in other years.
43
Annual Report 2025
Directors’ Interests in the Company
The Directors are not required to have a shareholding in the Company. The Directors’ interests in contractual
arrangements with the Company are as shown in note 23 to the financial statements. The Directors (including
connected persons) as at 31 December 2025 had no interest in the share capital of the Company other than those
interests, all of which are beneficial interests,
Ordinary shares
31 Dec 2025
Ordinary shares
31 Dec 2024
T Roper
122,812
122,812
C Gulliver
90,000
90,000
J Heawood
60,000
60,000
These interests were unchanged at 21 April 2026, being the nearest practicable date prior to the signing of this
Report.
Annual Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report on Remuneration
Policy and Remuneration Implementation summarises, as applicable, for the year ended 31 December 2025:
• the major decisions on Directors’ remuneration;
• any substantial changes relating to Directors’ remuneration made during the year; and
• the context in which the changes occurred and in which decisions have been taken.
Tony Roper
Chairman
21 April 2026
44
Annual Report 2025
Statement of Directors’ Responsibilities in Respect of the Annual Report and the Financial
Statements
The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial
year. Under that law they have elected to prepare the Group financial statements in accordance with UK-adopted
international accounting standards and applicable law and have elected to prepare the parent Company financial
statements in accordance with applicable law (UK Generally Accepted Accounting Practice), including FRS 101
Reduced Disclosure Framework.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and parent Company and of the Group’s profit or loss for that
period. In preparing each of the Group and parent Company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant, reliable and prudent;
• for the Group financial statements, state whether they have been prepared in accordance with UK-adopted
international accounting standards;
• for the parent Company financial statements, state whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and explained in the parent Company financial statements;
• assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company
or to cease operations or have no realistic alternative but to do so. As explained in note 1(a) to the Financial
Statements, the Directors do not believe that it is appropriate to prepare these financial statements on a going
concern basis.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent
Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those
regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial statements will form
part of the annual financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report on these financial
statements provides no assurance over whether the annual financial report has been prepared in accordance with those
requirements.
45
Annual Report 2025
Responsibility statement of the Directors in respect of the annual financial report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included
in the consolidation taken as a whole; and
• the Strategic Report/Directors’ Report includes a fair review of the development and performance of the business
and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.
We consider the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s position and performance, business model
and strategy.
By order of the Board
Tony Roper
21 April 2026
46
Annual Report 2025
Report of the Audit Committee
I am pleased to present the report of the Audit Committee (the ‘Committee’) for the year ended 31 December 2025
which has been prepared in compliance with applicable legislation.
Committee Composition
The Audit Committee comprises three independent Directors: Mr Heawood, Mr Roper and myself (Ms Gulliver) as
Chair. Mr Roper was appointed to the Audit Committee following the retirement of Ms Wilde. Following the
implementation of the managed wind-down and with a view to minimising costs the Company’s Board now consists
of only three Directors. The Directors have satisfied themselves that at least one of the Committee’s members has
recent and relevant financial experience.
I am a member of the Institute of Chartered Accountants of Scotland (ICAS) and I confirm that the Audit Committee
as a whole has competence relevant to the investment trust sector and that at least one member has competence in
accounting.
Functions of the Committee
The principal function of the Committee is to assist the Board in relation to the reporting of financial information, the
review of financial controls and the management of risk. The Committee has defined terms of reference which are
reviewed and re-assessed for their adequacy on an annual basis. Copies of the terms of reference are published on the
Company’s website.
The Committee’s main audit review functions are listed below:
• to review and monitor the internal control systems and risk management systems (including review of non-
financial and emerging risks) on which the Company is reliant;
• to develop and implement policy on the engagement of the Auditor to supply non-audit services. No non- audit
fees were paid to the Auditor during 2025 (2024: £nil). The Audit Committee reviews and approves the provision
of all non-audit services in the light of the potential for such services to impair the Auditor’s independence;
• to consider annually whether there is a need for the Company to have its own internal audit function;
• to review and challenge the investment valuation process employed by the Investment Manager;
• to monitor the integrity of the half-yearly and annual financial statements of the Company by reviewing, and
challenging where necessary, the actions and judgements of the Investment Manager;
• to review, and report to the Board on, the significant financial reporting issues and judgements made in connection
with the preparation of the Company’s financial statements, interim reports, announcements and related formal
statements;
• to review the content of the Half Yearly Report and Annual Report and Financial Statements and advise the Board
on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for
Shareholders to assess the Company’s performance, business model and strategy;
• to meet with the Auditor to review their proposed audit programme of work and the findings of the Auditor. The
Committee shall also use this as an opportunity to assess the effectiveness of the audit process;
• to review a statement from the Investment Manager detailing the arrangements in place within the AIFM whereby
the AIFM staff may, in confidence, escalate concerns about possible improprieties in matters of financial reporting
or other matters (“whistleblowing”);
• to make recommendations in relation to the appointment of the Auditor and to approve the remuneration and terms
of engagement of the Auditor;
• to review the Company’s audit arrangements and consider the requirement for an audit tender in line with best
practice;
• to monitor and review annually the Auditor’s independence, objectivity, effectiveness, resources and
qualifications;
47
Annual Report 2025
• to investigate, when an auditor resigns, the reasons giving rise to such resignation and consider whether any action
is required; and
• To report to the Board on how the Committee has discharged its responsibilities.
Performance Evaluation of the Committee
In 2025 an externally facilitated evaluation of the Audit Committee was conducted by the Board using the services of
Board Forms. The evaluation, which concluded that the Committee operated effectively, was based upon
questionnaires and the results allowed the Committee members to agree priorities for future consideration.
Activities During the Year
The Audit Committee met three times during the year when it considered the Half Yearly Report in detail, reviewed
the Auditor’s audit planning report and reviewed the Annual Report and financial statements together with the
auditor’s completion report. The reviews of the Half Yearly Report and Annual Report included detailed work in
relation to the Going Concern status and viability of the Company together with significant oversight of the preparation
of the financial statements. Representatives of the AIFM’s internal audit, risk and compliance departments reported to
the Committee at these meetings on matters such as internal control systems, risk and the conduct of the business in
the context of its regulatory environment. The Audit Committee continues to believe that the Company does not
require an internal audit function of its own as it delegates its day-to-day operations to third parties from whom it
receives internal controls reports.
Review of Internal Control Systems and Risk
The Committee considers the internal control systems and a matrix of risks at each of its meetings. There is more
detail on the process of these reviews in the Directors’ Report. In addition, details of the principal risks faced by the
Company can be found within the Strategic Report on pages 34 and 35.
Financial Statements and Significant Issues
During its review of the Company’s financial statements for the year ended 31 December 2025, the Audit Committee
considered the following significant issues, including, in particular, those communicated by the Auditor as key areas
of audit emphasis during their planning and reporting of the year end audit.
Valuation of Investment Property - The valuation of the Group’s investment properties is performed by an
independent external valuer in accordance with the RICS Red Book. The valuation of investment property requires
significant judgement and estimates by the independent valuer. The Committee is responsible for reviewing and
challenging the investment valuation process employed. The independent valuer is appointed by the Investment
Manager and its direct property pricing committee is responsible for ensuring that the valuation is independent, fair
and compliant with the Aberdeen valuation policies. Portfolio managers are responsible for correcting any matters of
factual inaccuracy during the valuation process but are not permitted to express any opinion in relation to the valuation
itself.
Recoverability of Investment in subsidiaries - The Company’s investment in subsidiaries is recognised at lower of
carrying value and its recoverable amount. Recoverable amount is determined as the higher of an asset’s fair value
less costs of disposal (FVLCOD) and its value in use. The value in use represents the present value of future cash
flows expected to be derived from the asset. When the carrying value exceeds the recoverable amount, an impairment
provision is recognised. This determination of impairment involves estimates such as future cash flows and the fair
value of investment properties.
The net asset value of each investment is reviewed to assess whether there is sufficient value within the subsidiary to
meet required cash flows. A key factor in this assessment is the fair value of the investment properties owned by the
48
Annual Report 2025
subsidiary. The Committee is responsible for reviewing and challenging the investment valuation process employed
across its subsidiaries. In cases where cash shortfalls are expected, the carrying value of the loans is impaired, and
losses are recognised in the statement of comprehensive income.
Impact of changes in basis of preparation of financial statements - As the Company continues to prepare its annual
accounts on a basis other than going concern, the assessment of assets held for sale remains a key area of judgment.
This assessment requires ongoing consideration of the criteria for classification, including the likelihood of sale within
the next 12 months, the asset’s current condition, and the extent of active marketing efforts to locate a buyer. The
judgments applied in this assessment continue to be critical, as they directly impact the presentation of these assets in
the financial statements. The Audit Committee has reviewed these judgments to ensure they remain appropriate and
continue to reflect prevailing market conditions and the Company’s objectives during the managed wind‑down
process.
The continued preparation of the annual accounts on a basis other than going concern also requires an ongoing
reassessment of the amortised cost of loans payable. This reassessment involves evaluating expected cash flows arising
from the anticipated disposal of investment properties, the timing of loan repayments, and any associated early
repayment penalties. The judgments applied in determining the measurement of these liabilities remain significant, as
they directly affect their presentation and valuation in the financial statements. The Audit Committee has reviewed
these judgments to ensure they continue to reflect the Company’s current financial position and its objectives
throughout the managed wind‑down period.
Going Concern
On 24 June 2024, Shareholders voted against the continuation of the Company and, on 23 July 2024, approved a
change in investment objective and investment policy allowing the Company to proceed with a managed wind-down
and an orderly realisation of assets, returning capital to Shareholders. The Company is therefore preparing its financial
statements on a basis other than going concern.
Review of Financial Statements
The Committee is responsible for the review of the Company’s Annual Report. The process is extensive, requiring
input from a number of different third-party service providers. The Committee reports to the Board on whether, taken
as a whole, the Annual Report and financial statements are fair, balanced and understandable. In so doing, the
Committee has considered the following matters:
• the existence of a comprehensive control framework surrounding the production of the Annual Report and
Financial Statements which includes a number of different checking processes;
• the existence of extensive levels of reviews as part of the production process involving the depositary, the AIFM,
the Company Secretary and the Auditor as well as the Committee’s own expertise;
• the controls in place within the various third-party service providers to ensure the completeness and accuracy of
the financial records and the security of the Company’s assets;
• the externally audited internal control reports of Aberdeen Group plc, and related service providers.
The Committee has reviewed the Annual Report and the work undertaken by the third-party service providers and is
satisfied that, taken as a whole, the Annual Report and Financial Statements is fair, balanced and understandable. The
Committee has reported its findings to the Board which in turn has made its own statement in this regard in the
Directors’ Responsibility Statement on pages 44 and 45.
49
Annual Report 2025
Review of Independent Auditor
The Audit Committee has reviewed the effectiveness of the Auditor including:
• Independence: the Auditor discusses with the Audit Committee, at least annually, the steps it takes to ensure its
independence and objectivity and makes the Committee aware of any potential issues, explaining all relevant
safeguards – the Audit Committee is satisfied that the Auditor continues to be independent and objective;
• Quality of audit work: (i) the ability to resolve issues in a timely manner – the Audit Committee is confident that
identified issues are satisfactorily and promptly resolved; (ii) its communications/presentation of outputs – the
Audit Committee is satisfied that the explanation of the audit plan, any deviations from it and the subsequent audit
findings are comprehensible; and (iii) working relationship with management – the Audit Committee is satisfied
that the Auditor has a constructive working relationship with the Investment Manager and the Board; and,
• Quality of people and service including continuity and succession plans: the Audit Committee is satisfied that
the audit team is made up of sufficient, suitably experienced staff.
The Audit Committee therefore supports the recommendation to the Board that the reappointment of the Auditor be
put to Shareholders for approval at the AGM.
Tenure of the Auditor
KPMG has held office as Auditor since the incorporation of the Company in 2017. In accordance with present
professional guidelines the audit partner will be rotated after no more than five years and the year ended 31 December
2025 is the third year for which the present partner has served. The Committee considers KPMG, the Company’s
auditor, to be independent of the Company. Companies Act legislation requires listed companies to tender the audit
every 10 years and rotate after a maximum of 20 years.
Caroline Gulliver
Audit Committee Chairman
21 April 2026
50
Annual Report 2025
Financial Statements
The audited net asset value (“NAV”) per share as at 31 December 2025 was 33.5c (GBp 29.3p), compared with the
NAV per share of 90.8c (GBp 75.3p) at the end of 2024, reflecting, with the interim dividends paid, a NAV total
return of -11.2% (2024: 0.9%) for the year in euro terms.
51
Annual Report 2025
Independent Auditor’s Report to the Members of abrdn European Logistics Income plc
52
Annual Report 2025
53
Annual Report 2025
54
Annual Report 2025
55
Annual Report 2025
56
Annual Report 2025
57
Annual Report 2025
58
Annual Report 2025
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Year ended 31 December 2025 | Year ended 31 December 2024 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
Notes | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
REVENUE | |||||||
Rental income | 2 | ||||||
Property service charge income | |||||||
Other operating income | |||||||
Total revenue | |||||||
GAINS/(LOSSES) ON INVESTMENTS | |||||||
(Losses)/Gains on disposal of investment properties | 9 | ( | ( | ||||
Change in fair value of investment properties | 9 | ( | ( | ( | ( | ||
Total income and gains/(losses) on investments | ( | ( | ( | ||||
EXPENDITURE | |||||||
Investment management fee | 24 | ( | ( | ( | ( | ( | |
Direct property expenses | ( | ( | ( | ( | |||
Property service charge expenditure | ( | ( | ( | ( | |||
SPV property management fees | ( | ( | ( | ( | |||
Impairment gain/(loss) on trade receivables | ( | ( | |||||
Other expenses | 3 | ( | ( | ( | ( | ( | |
Total expenditure | ( | ( | ( | ( | ( | ||
Net operating return/(loss) before finance costs | ( | ( | ( | ||||
FINANCE INCOME | |||||||
Finance income | 4 | ||||||
FINANCE COSTS | |||||||
Finance costs | 4 | ( | ( | ( | ( | ( | |
Gains arising from the derecognition of derivative | |||||||
| financial instruments | |||||||
Effect of fair value adjustments on derivative | ( | ( | ( | ( | |||
| financial instruments | |||||||
Effect of foreign exchange differences | ( | ( | ( | ( | ( | ( | |
Net return before taxation | ( | ( | ( | ||||
Taxation | 5 | ( | ( | ( | ( | ( | ( |
Net return for the year | ( | ( | ( | ||||
Total comprehensive return/(loss) for the year | ( | ( | ( | ||||
Basic and diluted earnings per share | 7 | ( | ( | ( |
The accompanying notes are an integral part of the financial statements.
The total column of the Consolidated Statement of Comprehensive Income is the profit and loss account of the
Company.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired
or discontinued during the year.
59
Annual Report 2025
Consolidated Balance Sheet
As at 31 December 2025
31 December 2025 | 31 December 2024 | ||||
Notes | €'000 | €'000 | |||
NON-CURRENT ASSETS | |||||
Investment properties | 9 | ||||
Deferred tax asset | 5 | ||||
Total non-current assets | |||||
CURRENT ASSETS | |||||
Investment property held-for-sale | 9 | ||||
Deferred tax asset - arising on held for sale | 5 | ||||
Trade and other receivables | 10 | ||||
Cash and cash equivalents | 11 | ||||
Other assets | |||||
Derivative financial assets | 15 | ||||
Total current assets | |||||
Total assets | |||||
CURRENT LIABILITIES | |||||
Bank loans | 14 | ||||
Leasehold liability - arising on held for sale | 12 | ||||
Deferred tax liability - arising on held for sale | 5 | ||||
Trade and other payables | 13 | ||||
Total current liabilities | |||||
NON-CURRENT LIABILITIES | |||||
Bank loans | 14 | ||||
Leasehold liability | 12 | ||||
Deferred tax liability | 5 | ||||
Total non-current liabilities | |||||
Total liabilities | |||||
Net assets | |||||
SHARE CAPITAL AND RESERVES | |||||
Share capital | 16 | ||||
Share premium | 17 | ||||
Special distributable reserve | 18 | ||||
Special distributable reserve II | 17/18 | ||||
Capital redemption reserve | 18 | ||||
Capital reserve | 19 | ( | ( | ||
Revenue reserve | 20 | ||||
Equity shareholders' funds | |||||
Net asset value per share | 8 | € | € |
Company number: 11032222.
The accompanying notes are an integral part of the financial statements.
60
Annual Report 2025
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share | Share | Special | Special | Capital | Capital | Revenue | Total | ||
| capital | premium | distributable | distributable | redemption | reserve | reserve | |||
| reserve | reserve II | reserve | |||||||
Notes | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 31 December 2024 | ( | ||||||||
Total comprehensive return for the year | ( | ( | |||||||
B shares issued during the year | ( | ( | ( | ||||||
B shares redeemed during the year | |||||||||
Return of capital to B shareholders | ( | ( | |||||||
Dividends paid | 6 | ( | ( | ( | |||||
Balance at 31 December 2025 | ( |
For the year ended 31 December 2024
Share | Share | Special | Special | Capital | Capital | Revenue | Total | ||
| capital | premium | distributable | distributable | redemption | reserve | reserve | |||
| reserve | reserve II | reserve | |||||||
Notes | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 31 December 2023 | ( | ||||||||
Total comprehensive return for the year | ( | ||||||||
Cancellation of Share premium | ( | ||||||||
Dividends paid | 6 | ( | ( | ( | |||||
Balance at 31 December 2024 | ( |
The accompanying notes are an integral part of the financial statements.
61
Annual Report 2025
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
The accompanying notes are an integral part of the financial statements.
Year e nded | Year e nded | ||
31 De cember 2025 | 31 De cember 2024 | ||
Notes | €'000 | €'000 | |
CASH FLO WS FRO M O PERATING AC TIVITIES | |||
Net return for the year before taxation | ( | ||
Adjustments for: | |||
Losses on valuation | |||
Loss/(Gains) on disposal of investment properties | ( | ||
Land leasehold liability decreases | |||
Decrease/(Increase) in trade and other receivables | ( | ||
(Decrease)/Increase in trade and other payables | ( | ( | |
Change in fair value of derivative financial instruments | |||
Result arising from the derecognition of derivative financial instruments | ( | ( | |
Finance income | 4 | ( | |
Finance costs | 4 | ||
T ax paid | ( | ( | |
Cash generated by operations | |||
Net cash inflow from ope rating activitie s | |||
CASH FLO WS FRO M INVESTING ACTIVITIES | |||
Capital expenditure and cost of disposal | ( | ||
Disposal of investment properties | |||
Proceeds from disposal of subsidiary, net of cash disposed | 26 | ||
Net cash inflow from investing activitie s | |||
CASH FLO WS FRO M FINANCING ACTIVITIES | |||
Dividends paid | 6 | ( | ( |
B share scheme distribution paid | 18 | ( | |
Bank loans interest paid | 14 | ( | ( |
Payment of lease liability | ( | ||
Proceeds from derivative financial instruments | |||
Net cash outflow from financing activitie s | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | |||
O pening balance 31 Dece mbe r 2024 | |||
Closing cash and cash equivalents | |||
REPRESENTED BY Cash at bank | 11 |
62
Annual Report 2025
Notes to the Financial Statements
63
Annual Report 2025
64
Annual Report 2025
65
Annual Report 2025
66
Annual Report 2025
67
Annual Report 2025
68
Annual Report 2025
69
Annual Report 2025
70
Annual Report 2025
Year ended | Year ended | |
31 December 2025 | 31 December 2024 | |
€'000 | €'000 | |
Rental income | 20,932 | 31,499 |
Total revenue | 20,932 | 31,499 |
Year ended | Year ended | |
31 De cember 2025 | 31 De cember 2024 | |
€'000 | €'000 | |
Professional fees | 2,470 | 3,066 |
Audit fee for statutory services | 34 | 485 |
Directors' fees | 167 | 180 |
Depositary fees | 39 | 50 |
Registrar fees | 48 | 50 |
Stock exchange fees | 27 | 27 |
Broker fees | 276 | 71 |
Directors liability insurance expense | 25 | 16 |
Employers NI | 10 | 13 |
Amortisation of leasing costs | 461 | - |
Other expenses | 10 | 147 |
Total expenses | 3,567 | 4,105 |
71
Annual Report 2025
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Interest on bank loans | 3,732 | - | 3,732 | 5,126 | - | 5,126 |
Amortisation of loan costs | - | 123 | 123 | 1,779 | - | 1,779 |
Remeasurement of loan liability | - | (915) | (915) | 1,159 | 915 | 2,074 |
Bank interest | 375 | - | 375 | 340 | - | 340 |
Total finance costs | 4,107 | (792) | 3,315 | 8,404 | 915 | 9,319 |
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Current taxation: | ||||||
Overseas taxation | 176 | 5,789 | 5,965 | 928 | 482 | 1,410 |
Deferred taxation: | ||||||
Overseas taxation | - | (5,594) | (5,594) | - | 771 | 771 |
Total taxation | 176 | 195 | 371 | 928 | 1,253 | 2,181 |
72
Annual Report 2025
Year ended 31 De cember 2025 | Year ended 31 De cember 2024 | |||||
Reve nue | Capital | Total | Reve nue | C apital | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Net result before taxation | 7,666 | (40,558) | (32,892) | 13,955 | (8,744) | 5,211 |
Theoretical tax at UK corporation tax | 1,916 | (10,140) | (8,224) | 3,489 | (2,186) | 1,303 |
rate of 25% (2024: 25%) | ||||||
Effect of: | ||||||
Losses where no deferred taxes have been recognised | - | 23,877 | 23,877 | - | 1,590 | 1,590 |
Impact of different tax rates on foreign | (151) | 624 | 473 | (234) | 426 | 192 |
jurisdictions | ||||||
Expenses that are not deductible / | (99) | (14,166) | (14,265) | (932) | 1,423 | 491 |
income that is not taxable | ||||||
Other adjustments | 297 | - | 297 | (648) | - | (648) |
Impact of UK interest distributions | (1,787) | - | (1,787) | (747) | - | (747) |
from the Investment Trust | ||||||
Total taxation on return | 176 | 195 | 371 | 928 | 1,253 | 2,181 |
2025 | 2024 | |
€'000 | €'000 | |
Deferred tax assets: | ||
On overseas tax losses | 1,462 | 3,036 |
On other temporary differences | 33 | 108 |
Total taxation on return | 1,495 | 3,144 |
2025 | 2024 | |
€'000 | €'000 | |
Deferred tax assets: | ||
Deferred tax assets non-current | - | 2,941 |
Deferred tax assets current - arising on investment properties | 1,495 | 203 |
Total taxation on return | 1,495 | 3,144 |
2025 | 2024 | |
€'000 | €'000 | |
Deferred tax liabilities: | ||
Differences between tax and derivative valuation | - | 53 |
Differences between tax and property valuation | 2,539 | 10,700 |
Total taxation on return | 2,539 | 10,753 |
2025 | 2024 | |
€'000 | €'000 | |
Deferred tax liabilities: | ||
Deferred tax liabilities non-current | - | 6,725 |
Deferred tax liabilities current - arising on investment properties held for sale | 2,539 | 4,028 |
Total taxation on return | 2,539 | 10,753 |
73
Annual Report 2025
6. Dividends
Year ended | Year ended | ||
| 31 December 2025 | 31 December 2024 | ||
€'000 | €'000 | ||
2024 | Fourth Interim dividend of | 3,998 | - |
(2023 | No fourth Interim dividend) | ||
2025 | First Interim dividend of 1.06c/0.89p per Share paid 30 June 2025 | 4,368 | 5,812 |
(2024 | First Interim dividend of 1.41c/1.21p per Share paid 5 July 2024) | ||
2025 | Second Interim dividend of 1.00c/0.86p per Share paid 29 September 2025 | 4,122 | 3,710 |
(2024 | Second Interim dividend of 0.90c/0.77p per Share paid 27 September 2024) | ||
2025 | Third Interim dividend of 1.00c/0.88p per Share paid 30 December 2025 | 4,122 | 4,328 |
(2024 | Third Interim dividend of 1.05c/0.87p per Share paid 31 December 2024) | ||
Total Dividends Paid | 16,610 | 13,850 |
7. Earnings per share (Basic and Diluted)
Year ended | Year ended | |
| 31 December 2025 | 31 December | |
2024 | ||
Revenue net return attributable to Ordinary shareholders (€'000) | 7,490 | 13,027 |
Weighted average number of shares in issue during the period | 412,174,356 | 412,174,356 |
Total revenue return after tax per ordinary share | 1.8¢ | 3.1¢ |
Capital return attributable to Ordinary sharedolders (€'000) | (40,753) | (9,997) |
Weighted average number of shares in issue during the period | 412,174,356 | 412,174,356 |
Total capital return after tax per ordinary share | (9.9¢) | (2.4¢) |
Total return after tax per ordinary share | (8.1¢) | 0.7¢ |
Balance at 1 January | Reduction in deferred tax due | Recognised in profit | Balance at 31 | |
2025 | to loss of control of | or loss | December 2025 | |
su bsi di ary | ||||
€'000 | €'000 | €'000 | €'000 | |
Investment properties | (10,701) | 971 | 7,191 | (2,539) |
Derivative financial assets | (52) | - | 52 | - |
Trade and other payables | 108 | - | (75) | 33 |
Tax losses carried forward | 3,036 | - | (1,574) | 1,462 |
Deferred tax assets | 3,144 | - | (1,649) | 1,495 |
Deferred tax (liabilities) | (10,753) | 971 | 7,243 | (2,539) |
14,425 | ||||||
1,462 | 3,036 | |||||
74
Annual Report 2025
2025 | 2024 | |
Net assets attributable to shareholders (€'000) | 138,260 | 374,108 |
Number of shares in issue at 31 December | 412,174,356 | 412,174,356 |
Net asser value per share (in €) | 33.5¢ | 90.8¢ |
2025 | 2024 | |
€'000 | €'000 | |
Opening carrying value | 497,319 | 636,187 |
Acquisition costs, disposal costs and capital expenditure | 2,787 | 31 |
Proceeds from disposal of investment property | (288,794) | (15,700) |
Realised (loss)/gain on disposal | (21,453) | 265 |
Right of use asset reassessment | 358 | 429 |
Decrease in leasehold liability | (410) | (379) |
Valuation losses | (11,045) | (6,915) |
Movements in lease incentives and leasing costs | 92 | 1,010 |
Transfer to investment property held-for-sale | (145,354) | (117,609) |
Total carrying value at 31 December | 33,500 | 497,319 |
2025 | 2024 | |
€'000 | €'000 | |
Opening carrying value | 117,609 | 17,500 |
Disposal costs and capital expenditure | 1,935 | - |
Proceeds from disposal of investment property held-for-sale | (114,000) | (17,500) |
Realised loss on disposal | (5,544) | (230) |
Valuation losses | - | 230 |
Movements in lease incentives and leasing costs | 66 | - |
Transfer to investment property held-for-sale | 145,354 | 117,609 |
Total carrying value at 31 December | 145,420 | 117,609 |
75
Annual Report 2025
76
Annual Report 2025
Country and | Fair Value | Fair | Valuation | Key Unobservable | Range (weighted | Range (weighted average) | ||
| sector | 2025 | Value | techniques | inputs | average) | 2024 | ||
| 2024 | 2025 | |||||||
€'000 | €'000 | |||||||
the Netherlands | 102,400 | 173,200 | Traditional | ERV | €2,087,495 | - €3,698,389 | €609,052 | - €3,695,185 |
| - Logistics | Method | (€2,985,787) | (€2,542,168) | |||||
Equivalent yield | 5.30% - 6.31% (5.80%) | 5.00% - 6.25% (5.57%) | ||||||
Germany - | - | 59,300 | Discounted | Capitalisation rate | - | 4.50% - 4.70% (4.62%) | ||
Logistics | Cash Flow | |||||||
Discount rate | - | 6.00% - 6.20% (6.08%) | ||||||
ERV | - | €1,481,502 | - €2,016,994 | |||||
(€1,799,366) | ||||||||
France - | 52,680 | 77,345 | Discounted | Capitalisation rate | 5.25% - 5.40% (5.27%) | 4.95% - 5.00% (4.96%) | ||
Logistics | Cash Flow | |||||||
Discount rate | 6.80% - 7.40% (6.89%) | 6.45% - 7.05% (6.57%) | ||||||
ERV | €456,210 | - €2,590,707 | €430,900 | - €2,590,707 | ||||
(€2,274,665) | (€1,826,559) | |||||||
Poland - | - | 88,890 | Discounted | Capitalisation rate | - | 6.40% - 6.65% (6.54%) | ||
Logistics | Cash Flow | |||||||
Discount rate | - | 7.60% - 8.00% (7.74%) | ||||||
ERV | - | €1,867,527 | - €2,186,059 | |||||
(€2,006,817) | ||||||||
Spain - | - | 195,256 | Discounted | Capitalisation rate | - | 4.75% - 5.25% (4.97%) | ||
Logistics | Cash Flow | |||||||
Discount rate | - | 6.50% - 7.50% (6.87%) | ||||||
ERV | - | €486,749 | - €2,568,852 | |||||
(€1,549,050) | ||||||||
Sensitivity analysis
The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying
the valuation of investment property.
All non-current assets other than financial instruments, deferred tax assets and trade receivables are non-UK based.
Country and sector | Assumption | Movement | Effect on | Effect on |
Valuation | Valuation | |||
2025 | 2024 | |||
€'000 | €'000 | |||
Netherlands - Logistics | Equivalent | +50 basis points Equivalent Yield (2024: +50 | ||
| Yield | basis points Equivalent Yield) | (8,430) | (14,800) | |
-50 basis points Equivalent Yield (2024: -50 | ||||
| basis points Equivalent Yield) | 10,258 | 17,600 | ||
ERV | -5% ERV (2024: -5% ERV) | (4,331) | (6,600) | |
+5% ERV (2024: +5% ERV) | 4,505 | 6,600 | ||
Capitalisation | +50 basis points (2024: +50 basis points) | (2,715) | (23,295) | |
France - Logistics | -50 basis points (2024: -50 basis points) | |||
3,277 | 28,409 | |||
Germany - Logistics (2025: | Discount | +50 basis points (2024: +50 basis points) | ||
disposed) | (1,920) | (15,507) | ||
Poland - Logistics (2025: | -50 basis points (2024: -50 basis points) | |||
disposed) | 2,006 | 16,267 | ||
Spain - Logistics (2025: | ERV | -5% ERV (2024: -5% ERV) | ||
disposed) | (1,450) | (13,288) | ||
+5% ERV (2024: +5% ERV) | ||||
1,443 | 13,206 |
The sensitivity analysis for 2024 and 2025 has been conducted based on 50 basis points variation in capitalisation and
discount rates and 5% variation in ERV. This analysis aims to provide a more accurate reflection of the current market
environment and its potential impact on property valuations.
77
Annual Report 2025
2025 | 2024 | |
€'000 | €'000 | |
Trade debtors | 4,408 | 9,748 |
Bad debt provisions | - | (573) |
Lease incentives | 507 | 3,462 |
Deposit on sale of Investment properties held with notary | 395 | 2,970 |
Tax receivables | 870 | 930 |
VAT receivable | 736 | 455 |
Other receivables | - | 6 |
Total receivables | 6,916 | 16,998 |
2025 | 2024 | |
€'000 | €'000 | |
Less than 6 months | 4,379 | 8,523 |
Between 6 & 12 months | 6 | 79 |
Over 12 months | 23 | 1,146 |
Total rece ivables | 4,408 | 9,748 |
2025 | 2024 | |
€'000 | €'000 | |
Cash at bank | 47,834 | 25,011 |
Total cash and cash equivalents | 47,834 | 25,011 |
2025 | 2024 | |
€'000 | €'000 | |
Maturity analysis - contractual undiscounted cash flows | ||
Less than one year | 703 | 682 |
One to two years | 703 | 682 |
Two to three years | 703 | 682 |
Three to four years | 703 | 682 |
Four to five years | 703 | 682 |
More than five years | 25,479 | 25,900 |
Total undiscounted lease liabilities | 28,994 | 29,310 |
Lease liability included in the statement of financial position | ||
Current | 24,347 | 682 |
Non - Current | - | 23,717 |
Total lease liability included in the statement of financial position | 24,347 | 24,399 |
78
Annual Report 2025
reclassification of investment properties into assets held-for sale the lease liability is presented in the current liabilities
section.
2025 | 2024 | |
€'000 | €'000 | |
Rental income received in advance | 1,542 | 2,496 |
Tenant deposits | 813 | 3,759 |
Notary disposal related deposits | 395 | 3,912 |
Trade payables | 2,678 | 2,970 |
Accruals | 2,209 | 869 |
VAT payable | 1,002 | 743 |
Management and incentive fee payable | 548 | 573 |
Accrued management and incentive fee | 2,872 | - |
Total payables | 12,059 | 15,322 |
2025 | 2024 | |
€'000 | €'000 | |
Bank borrowing drawn | 58,228 | 235,700 |
Loan issue costs paid | (6,507) | (6,384) |
Accumulated amortisation of loan issue costs | 5,347 | 5,224 |
Remeasurement of loan liability | 1,160 | 2,075 |
Total bank loans | 58,228 | 236,615 |
2025 | 2024 | |
€'000 | €'000 | |
Maturity less than 1 year | 58,228 | 140,300 |
Maturity above 1 year | - | 96,315 |
Total receivables | 58,228 | 236,615 |
Country | Property | Lender | Loan | Start date | End date | Fixed interest |
| (€'000) | rate (including | |||||
| margin) | ||||||
Netherlands | Ede + Waddinxveen | Berlin Hyp | 34,300 | 06/06/2019 | 03/06/2026 | 3.30%* |
Netherlands | Den Hoorn | Berlin Hyp | 23,928 | 14/01/2020 | 14/01/2028 | 1.38% |
58,228 | 2.51% |
79
Annual Report 2025
Bank borrowings | Bank interest | Financial | Total | |
| derivatives | ||||
€'000 | €'000 | €'000 | €'000 | |
Balance at 1 January 2025 | 236,615 | 25 | 366 | 237,006 |
Cash flow from financing activities: | ||||
Bank loans interest repaid | - | (3,732) | - | (3,732) |
Bank loans repaid | (147,272) | - | - | (147,272) |
Payment of lease interest | - | - | - | - |
Non-cash movement: | ||||
Remeasurement of loan liability | (915) | - | - | (915) |
Termination of derivative financial instruments | - | - | (164) | (164) |
Changes arising from losing control of subsidiaries | (30,200) | - | - | (30,200) |
Changes in fair value of financial instruments | - | - | (202) | (202) |
Change in creditors for loan interest payable | - | 3,727 | - | 3,727 |
Balance at 31 December 2025 | 58,228 | 20 | - | 58,248 |
Bank borrowings | Bank interest | Financial | Total | |
| derivatives | ||||
€'000 | €'000 | €'000 | €'000 | |
Balance at 1 January 2024 | 256,524 | 16 | 1,690 | 258,230 |
Cash flow from financing activities: | ||||
Bank loans interest repaid | - | (5,134) | - | (5,134) |
Bank loans repaid | (23,762) | - | - | (23,762) |
Non-cash movement: | ||||
Amortisation of capitalised borrowing costs | 1,778 | - | - | 1,778 |
Remeasurement of loan liability | 2,075 | - | - | 2,075 |
Termination of derivative financial instruments | - | - | (13) | (13) |
Changes arising from losing control of subsidiaries | - | - | - | - |
Changes in fair value of financial instruments | - | - | (1,311) | (1,311) |
Change in creditors for loan interest payable | - | 5,143 | - | 5,143 |
Balance at 31 December 2024 | 236,615 | 25 | 366 | 237,006 |
2025 | 2024 | |
€'000 | €'000 | |
Interest rate swap | - | 366 |
Balance as at 31 December | - | 366 |
2025 | 2024 | |
€'000 | €'000 | |
Opening balance | 4,717 | 4,717 |
Balance as at 31 December | 4,717 | 4,717 |
80
Annual Report 2025
2025 | 2024 | |
€'000 | €'000 | |
Opening balance | 145,016 | 152,099 |
Dividends paid | (12,352) | (7,083) |
Balance as at 31 December | 132,664 | 145,016 |
2025 | 2024 | |
€'000 | €'000 | |
Opening balance | - | 269,546 |
Cancelling of share premium | - | (269,546) |
Balance as at 31 December | - | - |
Spe cial dis tributable re se rve II | 2025 | 2024 |
€'000 | €'000 | |
Opening balance | 269,546 | - |
B shares issued during the year | (61,902) | - |
Return of capital to B shareholders | (185,975) | - |
Cancelling of share premium | - | 269,546 |
Balance as at 31 December | 21,669 | 269,546 |
81
Annual Report 2025
82
Annual Report 2025
Special | Capital redemption | Total | |
| distributable | reserve | ||
| reserve II | |||
€'000 | €'000 | €'000 | |
Balance at 31 December 2024 | 269,546 | - | 269,546 |
First B share distribution - nominal value of B share £0.04 | |||
B shares issued 7 March 2025 | (19,677) | - | (19,677) |
B shares redeemed 7 March 2025 | - | 19,677 | 19,677 |
Return of capital to B shareholders 20 March 2025 | (19,677) | - | (19,677) |
Second B share distribution - nominal value of B share £0.12 | |||
B shares issued 31 July 2025 | (37,689) | (19,677) | (57,366) |
B shares redeemed 31 July 2025 | - | 57,366 | 57,366 |
Return of capital to B shareholders 13 August 2025 | (57,366) | - | (57,366) |
Third B share distribution - nominal value of B share £0.13 | |||
B shares issued 17 September 2025 | (4,536) | (57,366) | (61,902) |
B shares redeemed 17 September 2025 | - | 61,902 | 61,902 |
Return of capital to B shareholders 30 September 2025 | (61,902) | - | (61,902) |
Fourth B share distribution - nominal value of B share £0.10 | |||
B shares issued 17 December 2025 | - | (47,030) | (47,030) |
B shares redeemed 17 December 2025 | - | 47,030 | 47,030 |
Return of capital to B shareholders 30 December 2025 | (47,030) | - | (47,030) |
Balance at 31 December 2025 | 21,669 | 61,902 | 83,571 |
Realised | Unrealised | Total capital | |
capital reserve | gains/(losses) | reserve | |
€'000 | €'000 | €'000 | |
Opening balance | (7,027) | (67,170) | (74,197) |
Deferred taxation | - | 5,619 | 5,619 |
Change in fair value of investments | - | (10,939) | (10,939) |
Gains on disposal of investment properties | (26,997) | - | (26,997) |
Taxation on disposal of investment properties | (5,814) | - | (5,814) |
Remeasurement of loan liability | 915 | - | 915 |
Amortisation of capitalised borrowing costs | (123) | - | (123) |
Movement in fair value gains on derivative financial instruments | - | (201) | (201) |
Gains arising from the derecognition of derivative financial instruments | 164 | - | 164 |
Management and other fees based on disposal results | (3,040) | - | (3,040) |
Currency gains during the year | - | (337) | (337) |
Balance as at 31 December 2025 | (41,922) | (73,028) | (114,950) |
Realised | Unrealised | Total capital | |
capital reserve | gains/(losses) | reserve | |
€'000 | €'000 | €'000 | |
Opening balance | 2,951 | (67,151) | (64,200) |
Deferred taxation | - | (771) | (771) |
Change in fair value of investments | (8,629) | 2,345 | (6,284) |
Gains on disposal of investment properties | 35 | - | 35 |
Taxation on disposal of investment properties | (482) | - | (482) |
Remeasurement of loan liability | (915) | - | (915) |
Movement in fair value gains on derivative financial instruments | - | (1,311) | (1,311) |
Gains arising from the derecognition of derivative financial instruments | 13 | - | 13 |
Currency gains during the year | - | (282) | (282) |
Balance as at 31 December 2024 | (7,027) | (67,170) | (74,197) |
83
Annual Report 2025
2025 | 2024 | |
€'000 | €'000 | |
Opening balance | 29,026 | 22,766 |
Result for the financial year | 7,490 | 13,027 |
Dividends paid | (4,258) | (6,767) |
Balance as at 31 December | 32,258 | 29,026 |
Netherlands | Poland | Ge rmany | S pain | France | Parent | Total | |
company | |||||||
2025 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 |
Total assets | 133,250 | 19,139 | - | 8,484 | 57,096 | 17,464 | 235,433 |
T otal liabilities | 84,354 | 2,008 | - | 633 | 5,653 | 4,525 | 97,173 |
Total comprehensive return for the period (revenue) | 4,198 | (885) | 471 | (1,988) | 1,436 | 4,258 | 7,490 |
Total Comprehensive return for the period (capital) | (6,835) | (6,415) | 7,094 | (21,624) | (9,942) | (3,031) | (40,753) |
Included in total | |||||||
comprehensive income | |||||||
Net change in fair value | (6,894) | - | - | - | (4,045) | - | (10,939) |
adjustment on investment | |||||||
property | |||||||
Rental income | 9,006 | 3,626 | 1,250 | 3,196 | 3,854 | - | 20,932 |
Netherlands | Poland | Ge rmany | S pain | France | Parent | Total | |
company | |||||||
2024 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 |
Total assets | 210,000 | 95,012 | 61,499 | 205,141 | 84,439 | 5,106 | 661,197 |
T otal liabilities | 118,644 | 5,759 | 33,061 | 101,749 | 27,034 | 842 | 287,089 |
Total comprehensive return for the period (revenue) | 4,617 | 1,642 | 1,093 | (2,362) | 1,270 | 6,767 | 13,027 |
Total Comprehensive return for the period (capital) | (3,750) | (1,334) | (4,281) | 4,037 | (4,388) | (281) | (9,997) |
Included in total | |||||||
comprehensive income | |||||||
Net change in fair value | (3,270) | (1,250) | (3,909) | 6,220 | (4,075) | - | (6,284) |
Rental income | 12,062 | 5,368 | 3,296 | 7,038 | 3,735 | - | 31,499 |
84
Annual Report 2025
Level 1 | Level 2 | Level 3 | Total fair value | |
31 December 2025 | €'000 | €'000 | €'000 | €'000 |
Investment properties | - | - | 33,500 | 33,500 |
Investment property held-for-sale | - | - | 145,420 | 145,420 |
Level 1 | Level 2 | Level 3 | Total fair value | |
31 December 2024 | €'000 | €'000 | €'000 | €'000 |
Investment properties | - | - | 497,319 | 497,319 |
Investment property held-for-sale | - | - | 117,609 | 117,609 |
Level 1 | Level 2 | Level 3 | Total fair value | |
31 December 2025 | €'000 | €'000 | €'000 | €'000 |
Derivative financial asset | - | - | - | - |
Level 1 | Level 2 | Level 3 | Total fair value | |
31 December 2024 | €'000 | €'000 | €'000 | €'000 |
Derivative financial asset | - | 366 | - | 366 |
Level 1 | Level 2 | Level 3 | Total fair value | |
31 December 2025 | €'000 | €'000 | €'000 | €'000 |
Bank loans | - | 57,713 | - | 57,713 |
Level 1 | Level 2 | Level 3 | Total fair value | |
31 December 2024 | €'000 | €'000 | €'000 | €'000 |
Bank loans | - | 235,580 | - | 235,580 |
85
Annual Report 2025
Interest rate | Local currency | Foreign exchange | Euro equivalent | |
As at 31 December 2025 | % | '000 | rate | €'000 |
Assets: | ||||
Euro | 2.00 | 46,716 | 1.00 | 46,716 |
Pound Sterling | 3.75 | 370 | 0.87 | 425 |
Polish Zloty | 4.00 | 2,930 | 4.27 | 693 |
Total | 47,834 |
Interest Rate | Local currency | Foreign exchange | Euro equivalent | |
As at 31 December 2024 | % | '000 | rate | €'000 |
Assets: | ||||
Euro | 3.00 | 20,510 | 1.00 | 20,510 |
Pound Sterling | 4.75 | 3,471 | 0.83 | 4,182 |
Polish Zloty | 5.25 | 1,344 | 4.27 | 319 |
Total | 25,011 |
86
Annual Report 2025
Net monetary exposure | Total currency exposure | |
As at 31 December 2025 | €'000 | €'000 |
Pound Sterling | 157 | 157 |
Złoty | 693 | 693 |
Total foreign currency | 850 | 850 |
Euro | (41,510) | (41,510) |
Total | (40,660) | (40,660) |
Net monetary exposure | Total currency exposure | |
As at 31 December 2024 | €'000 | €'000 |
Pound Sterling | 3,704 | 3,704 |
Złoty | 319 | 319 |
Total foreign currency | 4,023 | 4,023 |
Euro | (244,843) | (244,843) |
Total | (240,820) | (240,820) |
As at 31 December 2025 | As at 31 December 2024 | |
€'000 | €'000 | |
Polish Złoty | 69 | 32 |
Pound Sterling | 16 | 370 |
87
Annual Report 2025
88
Annual Report 2025
89
Annual Report 2025
Within 1 | 1-2 years | 2-5 years | Over 5 years | Total | |
year | |||||
As at 31 December 2025 | €'000 | €'000 | €'000 | €'000 | €'000 |
Bank loans | 35,108 | - | 24,271 | - | 59,379 |
Lease liability | 703 | 703 | 2,110 | 25,478 | 28,994 |
Trade liabilities | 12,059 | - | - | - | 12,059 |
Total | 47,870 | 703 | 26,381 | 25,478 | 100,432 |
Within 1 | 1-2 years | 2-5 years | Over 5 years | Total | |
year | |||||
As at 31 December 2024 | €'000 | €'000 | €'000 | €'000 | €'000 |
Bank loans | 143,764 | 35,523 | 62,955 | - | 242,242 |
Lease liability | 682 | 682 | 2,046 | 25,900 | 29,310 |
Trade liabilities | 15,322 | - | - | - | 15,322 |
Total | 159,768 | 36,205 | 65,001 | 25,900 | 286,874 |
2025 | 2024 | |
€'000 | €'000 | |
Tony Roper | 69 | 66 |
Caroline Gulliver | 53 | 51 |
John Heawood | 45 | 43 |
Diane Wild e | - | 20 |
Balance as at 31 December | 167 | 180 |
90
Annual Report 2025
31 December 2025 | 31 December 2024 | |
| Ordinary shares | Ordinary shares | |
Tony Roper | 122,812 | 122,812 |
Caroline Gulliver | 90,000 | 90,000 |
John Heawood | 60,000 | 60,000 |
27. Post balance sheet events
On 12 January 2026 the Company announced that it had received a requisition request from DL Invest Group ISR
SARL ("DL Invest"), the Company’s largest Shareholder, requiring the Directors to convene a general meeting of the
2025 | 2024 | |
€'000 | €'000 | |
Less than one year | 10,996 | 32,437 |
Between one and two years | 10,981 | 30,474 |
Between two and three years | 10,830 | 28,802 |
Between three and four years | 10,830 | 27,508 |
Between four and five years | 6,964 | 25,084 |
Over five years | 23,692 | 100,845 |
Total cas h and cas h equivalents | 74,293 | 245,150 |
Erlensee | Flörsheim | Madrid Logistics 1 | Madrid Logistics 2 | Total 2025 | |
€'000 | €'000 | €'000 | €'000 | €'000 | |
Total consideration received | 16,808 | 18,172 | 101,577 | 44,147 | 180,704 |
Amount of consideration received in cash | 16,626 | 18,100 | 100,619 | 43,221 | 178,566 |
Amount to be received/(paid) | (277) | (193) | 845 | 662 | 1,037 |
Cash and cash equivalents disposed | 459 | 265 | 113 | 264 | 1,101 |
Effect on each major class of assets and liabilities: | |||||
Investment properties | 35,161 | 31,975 | 103,646 | 45,030 | 215,812 |
Trade and other receivables | 428 | (107) | 1,092 | 485 | 1,898 |
Other assets | - | - | 12 | - | 12 |
Trade and other payables | 861 | 385 | 3,286 | 1,632 | 6,164 |
Bank loans | 17,800 | 12,400 | - | - | 30,200 |
Deferred tax liability | 579 | 1,176 | - | - | 1,755 |
Amount of gain/(loss) recognised | (281) | 7,032 | (7,769) | (13,742) | (14,760) |
91
Annual Report 2025
92
Annual Report 2025
Parent Company Balance Sheet
As at 31 December 2025
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not
presented an income statement or a statement of comprehensive income for the Company alone.
The loss made by the Parent Company in the year was €18,904,000 (2024: loss of €815,000).
The financial statements on pages 92 to 104 were approved and authorised for issue by the Board of Directors on
21 April 2026 and signed on its behalf by:
Caroline Gulliver
Independent Non-Executive Director
Company number: 11032222.
The accompanying notes are an integral part of the financial statements.
2025 2024
Notes €'000 €'000
Non-current asse ts
Investment in subsidiaries 2 39,018 103,870
Group loans receivable 3 - 166,422
39,018 270,292
Current assets
Investment in subsidiaries 2 - -
Group loans receivable 3 72,805 70,140
Group loan interest receivable 3 1,929 3,483
Cash and cash equivalents 16,963 5,059
Other receivables 502 415
92,199 79,097
Total asse ts 131,217 349,389
Current liabilities
Trade and other payables 4 4,483 1,166
4,483 1,166
Total liabilitie s 4,483 1,166
Net assets 126,734 348,223
Represented by:
Share capital 6 4,717 4,717
Special distributable reserve 132,664 145,016
Special distributable reserve II 6 21,669 269,546
Capital redemption reserve 61,902 -
Capital reserve (94,218) (71,056)
126,734 348,223
93
Annual Report 2025
Parent Company Statement of Changes in Equity
For the year ended 31 December 2025
For the year ended 31 December 2024
The accompanying notes are an integral part of the financial statements.
94
Annual Report 2025
Parent Company Notes to the Financial Statements
1. Accounting policies
The principal accounting policies, all of which have been applied consistently throughout the period, are set out below.
(a) Basis of accounting
Basis of preparation of financial statements
The Parent Company financial statements have been prepared in accordance with FRS 101 Reduced Disclosure
Framework and the Companies Act 2006 (the Act). FRS 101 sets out a reduced disclosure framework for a ‘qualifying
entity’ as defined in the standard which addresses the financial reporting requirements and disclosure exemptions in
the individual financial statements of qualifying entities that otherwise apply the recognition, measurement and
disclosure requirements of UK-adopted IFRS.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that
standard in relation to business combinations, financial instruments, capital management, presentation of comparative
information in respect of certain assets, presentation of a cash flow statement, the effect of new but not yet effective
IFRS’s, impairment of assets, share-based payments and related party transactions. Where required, equivalent
disclosures are given in the consolidated financial statements.
At the Annual General Meeting held on 24 June 2024, in accordance with the Board’s recommendation, the resolution
concerning the continuation of the Company was not passed by Shareholders. At the General Meeting held on 23 July
2024, the proposed revised Investment Policy for the implementation of a managed wind-down of the Company was
overwhelmingly approved by the Company’s Shareholders. Following the approval by Shareholders of the revised
investment objective and policy, the process of an orderly realisation of the Company’s assets and a return of capital
to Shareholders is ongoing. The Board will endeavour to realise the Company’s investments in a manner that achieves
a balance between maximising the value received from the sale of investments and timely returns of net proceeds to
Shareholders. Whilst the Directors are satisfied that the Company has adequate resources to continue in operation
throughout the wind-down period and to meet all liabilities as they fall due, given that the Company is now in managed
wind-down, the Directors consider it appropriate to adopt a basis other than going concern in preparing the financial
statements. Further details are set out in note 1(a) of the consolidated financial statements.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not
presented an income statement or a statement of comprehensive income for the Company alone. The loss made by the
Parent Company in the year was €18,904,000 (2024: loss of €815,000). A summary of the Company’s significant
accounting policies is set out below.
(b) Significant accounting judgements, estimates and assumptions
The preparation of the Company’s financial statements requires Directors to make judgements, estimates and
assumptions that affect the amounts recognised in the financial statements. However, uncertainty about these
judgements, assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amount of the asset or liability affected in future periods.
Key estimation uncertainties
Investment in subsidiaries is recognised at lower of carrying value and recoverable amount. The recoverable amount
is determined as the higher of an asset’s fair value less costs of disposal and its value in use. The value in use of an
asset is the present value of the future cash flows expected to be derived from the asset. Where carrying value is higher
than recoverable amount, a provision for impairment is recognised. The determination of impairment requires the use
of estimates such as future cash flows, fair value of investment properties and expected disposal costs.
95
Annual Report 2025
Fundamental to the net asset value of the subsidiary is the fair value of the investment properties owned. The valuation
uncertainty of investment properties is detailed within the consolidated group financial statement notes.
(c) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic
environment in which the Company operates (“the functional currency”) which in the judgement of the Directors is
Euro. The financial statements are also presented in Euro. All figures in the financial statements are rounded to the
nearest thousand euros unless otherwise stated.
(d) Foreign currency
Transactions denominated in foreign currencies are converted at the exchange rates ruling at the date of the transaction.
Monetary and non-monetary assets and liabilities denominated in foreign currencies held at the financial year end are
translated using London closing foreign exchange rates at the financial year end. Any gain or loss arising from a
change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or
revenue in the Statement of Comprehensive Income as appropriate. Foreign exchange movements on investments are
included in the Statement of Comprehensive Income within gains on investments.
(e) Revenue recognition
Interest income is accounted for on an effective interest rate basis and included in finance income.
(f) Expenses
Expenses are accounted for on an accruals basis. The Company’s investment management and administration fees,
finance costs and all other expenses are charged through the Statement of Comprehensive Income.
(g) 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 equity is recognised in equity and
not in profit or loss. Positions taken in tax returns with respect to situations in which applicable tax regulations are
subject to interpretation are periodically evaluated and provisions established where appropriate.
(h) Distributions
Interim distributions payable to the holders of equity shares are recognised in the Statement of Changes in Equity in
the year in which they are paid. An annual shareholder resolution is voted upon to approve the Company’s distribution
policy.
(i) Share issue expenses
Incremental external costs directly attributable to the issue of shares that would otherwise have been avoided are
written off to share premium.
(j) 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.
96
Annual Report 2025
(k) Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured
at amortised cost using the effective interest rate method less any impairment losses.
(l) Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at
amortised cost using the effective interest method.
(m) Reserves
Share Capital
This represents the proceeds from issuing Ordinary shares and is non-distributable.
Share Premium
Share premium represents the excess consideration received over the par value of Ordinary shares issued and is
classified as equity. Incremental costs directly attributable to the issue of Ordinary shares are recognised as a deduction
from share premium. This reserve is non-distributable.
Special Distributable Reserve
The special reserve is a distributable reserve to be used for all purposes permitted by applicable legislation and
practice, including the buyback of shares and the payment of dividends.
Special Distributable Reserve II
The special reserve is a distributable reserve set up following the cancellation of amounts standing to the credit of the
share premium account to be used for capital distributions to shareholders as sufficient cash is generated from asset
sales under the managed wind-down policy.
Capital Reserve
Is a distributable reserve subject to applicable legislation and practice and realised gains and losses on currency
settlements and disposals are accounted for in this reserve.
Capital redemption reserve
The capital redemption reserve arises when classes of share are cancelled, at which point an amount equal to the par
value of the share capital is transferred from the share capital account to the capital redemption reserve. This reserve
is not distributable. Under section 733 of the Companies Act 2006 this reserve may be used to pay up new shares to
be allotted to members as fully paid bonus shares.
Revenue Reserve
The revenue reserve is a distributable reserve and reflects any surplus arising from the net revenue return on ordinary
activities after taxation.
(n) Investments in subsidiaries
Investments in subsidiaries are initially recognised at cost, then at the cost less any provision for impairment. Provision
for impairment is determined by comparing the carrying value of the subsidiary, at the reporting date, against the
recoverable amounts. The recoverable amount is the greater of its value in use and its fair value less costs to sell. In
assessing fair value less costs to sell, the Directors have regard to the valuations of the underlying investment
97
Annual Report 2025
properties held within the subsidiary, as reflected in the Group’s consolidated financial statements prepared under
IFRS.
Further details of the valuation of the Group’s investment properties are set out in note 9 to the Group financial
statements.
(o) Intercompany loans
The Company measures loans at amortised cost as the Directors believe these loans represent solely payments of
principal and interest and should have been measured at amortised cost as they are held in a hold to collect business
model. Intercompany loans are classified to non-current or current assets depending on the expected wind-down plan
of the investment in subsidiary owning the particular loan. For subsidiaries holding investment properties classified
as held for sale such loans are presented as current assets because of expected settlement of the loan, following the
sale of investment property within subsidiary that is highly probable within one year (please see note 1(i) of the
consolidated financial statements)
98
Annual Report 2025
2. Investments in subsidiaries
Additional details of each subsidiary are noted below. All subsidiary shares are the same class:
Subsidiary Address
Share capital &
premium (€'000)
% Shares
owned
Share capital &
premium (€'000)
% Shares
owned
Activity
ASELI Florsheim BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
- - 5,171 100 Property investment
ASELI Erlensee BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
- - 8,373 100 Property investment
ASELI Leon BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
374 100 8,345 100 Property investment
ASELI Netherlands I BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
4,770 100 4,420 100 Property investment
ASELI Netherlands II BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
293 100 1,975 100 Property investment
ASELI Waddinxveen BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
1,810 100 4,076 100 Property investment
ASELI France Holding SAS
8 Avenue Hoche,
75008 Paris,
France
2,563 100 11,322 100 Property investment
ASELI sHeerenberg BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
517 100 7,894 100 Property investment
ASELI Netherlands Holdings BV
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
10,037 100 6,537 100 Property investment
PDC Industrial 92 Sp. zo.o
Piekna 18,
00-549 Warsaw,
Poland
4,658 100 4,658 100 Property investment
PDC Industrial 72 Sp. zo.o
Piekna 18,
00-549 Warsaw,
Poland
3,707 100 3,707 100 Property investment
Circulus Investments Sp. z o.o.
Piekna 18,
00-549 Warsaw,
Poland
2,867 100 2,867 100 Property investment
ASELI Madrid Holding S.L.
Pinar 7 - 5 Izq,
28006 Madrid,
Spain
4,422 100 13,219 100 Property investment
AELI Madrid Holding 2 S.L.
Pinar 7 - 5 Izq,
28006 Madrid,
Spain
3,000 100 21,306 100 Property investment
39,018 103,870
31 December 2025
31 December 2024
99
Annual Report 2025
Additional details relating to the cost of shares, share premium and net asset value of each subsidiary is noted below.
Impairment analysis
Where subsidiaries have a lower net asset value adjusted by the amount of expected disposal costs than carrying
amount of investment, an impairment is recognised. Due to a decrease in the value of the investment, the accumulated
impairment recognised on investments is shown below:
The company’s share price was a discount to NAV as at 31 December 2025 (31 December 2024: Discount). An
impairment assessment has been carried out to assess the recoverability of the investment in subsidiaries. A
reconciliation of opening to closing investments in subsidiaries is noted below.
Share capital Share premium Net asset value Share capital Share premium Net asset value
Direct Subsidiaries €'000 €'000 €'000 €'000 €'000 €'000
ASELI Florsheim BV - - - 1 5,170 7,941
ASELI Erlensee BV - - - 1 8,372 9,818
ASELI Leon BV 1 373 374 1 8,344 8,863
ASELI Netherlands I BV 1 4,769 5,266 1 4,419 4,725
ASELI Netherlands II BV 1 292 293 1 1,974 2,323
ASELI Waddinxveen BV 1 1,809 2,496 1 4,075 4,490
ASELI France Holding SAS 2,563 - 3,643 11,322 - 12,149
ASELI sHeerenberg BV 1 516 517 1 7,893 8,318
ASELI Netherlands Holdings BV 1 10,036 13,268 1 6,536 10,203
PDC Industrial 92 Sp. zo.o 1 4,657 4,721 1 4,657 8,714
PDC Industrial 72 Sp. zo.o 88 3,619 7,486 88 3,619 10,289
Circulus Investments Sp. z o.o. 3 2,864 3,979 3 2,864 5,429
ASELI Madrid Holding S.L. 3 4,419 4,422 3 13,216 14,442
AELI Madrid Holding 2 S.L. 3 2,997 3,000 3 21,303 21,954
2,667 36,351 49,465 11,428 92,442 129,658
€'000 €'000 €'000 €'000 €'000 €'000
Indirect Subsidiaries Share capital Share premium Net asset value Share capital Share premium Net asset value
ASELI France Holding
ASELI Meung SCI
7,030 - (3,233) 7,030 - (3,182)
ASELI Avignon SCI
18,174 - 24,001 18,174 - 27,280
AELI Messageries SCI
14,215 - 4,368 14,215 - 9,026
AELI Immobiler SCI
- - - - - -
ASELI Netherlands Holdings BV
ASELI Caprev Den Hoorn BV
12 13,424 37,063 12 13,424 38,669
ASELI Madrid Holding S.L.
AELI Madrid Logistics 1 SLU.
- - - 62 49,227 14,422
ASELI Madrid Holding 2 S.L.
AELI Madrid Logistics 2 SLU.
- - - 3 43,376 21,984
31 December 2025
31 December 2024
31 December 2025
31 December 2024
2025 2024
€'000 €'000
ASELI Madrid Holding S.L. 48,378 39,580
AELI Madrid Holding 2 S.L. 34,559 22,202
ASELI France Holding SAS 13,198 4,438
ASELI Leon BV 71 -
ASELI Netherlands I BV 1,364 1,714
ASELI Waddinxveen BV 3,360 1,094
ASELI Netherlands II BV 964 982
ASELI sHeerenberg BV 944 918
Total 102,838 70,928
100
Annual Report 2025
Impairments to investment in subsidiaries in the current year have resulted primarily from the reduction in the
valuation of investment properties held, the primary driver of fair value in each subsidiary. Investment property
valuation is measured using the fair value hierarchy; see note 9 of the Group financial statements for further detail.
The impairment charge is sensitive to the assumptions used in the valuation of the investment property, see sensitivity
table below.
The Directors estimated the recoverable amount of investments in subsidiaries. The key assumption in estimating the
recoverable amount is the net asset value. Fundamental to the net asset value of the subsidiary is the fair value of the
underlying investment properties. As at 31 December 2025, the recoverable amount of investments in subsidiaries was
as follows.
3. Intercompany loans
5% decrease in
Recoverable
5% increase in
5% decrease in
Recoverable
5% increase in
Direct Subsidiaries (€'000) (€'000) (€'000) (€'000) (€'000) (€'000)
ASELI Florsheim BV - - - - 5,171 -
ASELI Erlensee BV - - - (451) 8,373 -
ASELI Leon BV - 374 - (937) 8,345 -
ASELI Netherlands I BV (1,210) 4,770 986 (1,205) 4,420 948
ASELI Netherlands II BV - 293 - (1,116) 1,975 982
ASELI Waddinxveen BV (1,518) 1,810 1,243 (1,384) 4,076 1,094
ASELI France Holding SAS (1,924) 2,563 2,027 (3,867) 11,322 3,532
ASELI sHeerenberg BV - 517 - (1,336) 7,894 918
ASELI Netherlands Holdings BV - 10,037 - - 6,537 -
PDC Industrial 92 Sp. zo.o - 4,658 - - 4,658 -
PDC Industrial 72 Sp. zo.o - 3,707 - - 3,707 -
Circulus Investments Sp. z o.o. - 2,867 - - 2,867 -
ASELI Madrid Holding S.L. - 4,422 - (5,413) 13,220 5,413
AELI Madrid Holding 2 S.L. - 3,000 - (2,865) 21,305 2,865
Total (4,652) 39,018 4,256 (18,574) 103,870 15,752
2025
2024
2025 2024
€'000 €'000
Accrued interest on intercompany loan receivable in less than one year 1,929 3,483
1,929 3,483
Intercompany loan receivable in greater than one year - 166,422
Intercompany loan expected to be received in less than one year 72,805 70,140
72,805 236,562
101
Annual Report 2025
A summary of the various group loans is provided in the following table:
4. Trade payables
5. Bank loans
The Company cancelled an uncommitted master facility loan agreement with Investec Bank plc on 31 May 2024.
In prior years the Company incurred €207,000 of capitalised financing fees, which were being spread over the four
year term of the facility until October 2024. As at 31 December 2025 the remaining amortised cost of these financing
fees is €nil being fully amortised (2024: €nil).
6. Share capital and share premium
Share capital
2025 2024
€'000 €'000
Investment management fee payable 3,420 573
Accruals and other payables 1,063 593
4,483 1,166
2025 2024
€'000 €'000
Opening balance 4,717 4,717
As at 31 December 4,717 4,717
102
Annual Report 2025
Ordinary shareholders participate in all general meetings of the Company on the basis of one vote for each share held.
Each Ordinary share has equal rights to dividends and equal rights to participate in a distribution arising from a
winding up of the Company. The Ordinary shares are not redeemable.
The number of Ordinary Shares authorised, issued and fully paid at 31 December 2025 was 412,174,356 (2024:
412,174,356). The nominal value of each share is £0.01.
Share premium
There was no share premium arising in the year. Due to the implementation of B Shares mechanism, approved by the
Shareholders on 22 November 2024, the Share Premium of the Company was cancelled and its balance was moved to
Special distributable reserve II. Refer to note 17 and 18 of the consolidated financial statements.
7. Dividends
To maintain status as an approved Investment Trust Company, the Company must comply with the eligibility
conditions set out in section 1158 of the Corporation Tax Act 2010 as well as additional requirements outlined in The
Investment Trust (Approved Company) (Tax) Regulations 2011. Regulation 19 provides that the Company must
comply with an income distribution requirement and, specifically, cannot retain more than the higher of 15% of its
income for the accounting year or any brought forward revenue reserve deficit. Any dividend that the Company must
pay in order to satisfy this requirement must be paid within 12 months of the end of the accounting year.
Dividends paid in the year have been split between the Special distributable reserve and Revenue reserve as follows:
2025 2024
€'000 €'000
Opening balance - 269,546
Share premium reclass to special distributable reserve II - (269,546)
Balance at 31 December - -
Special
distributable
reserve
Revenue reserve Total
Accounting period
applied to for
income retention
test
€'000 €'000 €'000 €'000
2024 Fourth Interim dividend of 0.97c/0.81p per Share paid 31 March
2025
- 3,997 3,997 2025
2025 First Interim dividend of 1.06c/0.89p per Share paid 30 June 2025 4,108 261 4,369 2025
2025 Second Interim dividend of 1.00c/0.86p per Share paid 29
September 2025
4,122 - 4,122 2025
2025 Third Interim dividend of 1.00c/0.88p per Share paid 18
December 2025
4,122 - 4,122 2025
Total dividends paid in 2025 12,352 4,258 16,610
Special
distributable
reserve
Revenue reserve Total
Accounting period
applied to for
income retention
test
€'000 €'000 €'000 €'000
2024 First interim dividend of 1.41c (1.21p) per share paid 5 July 2024 - 5,812 5,812 2024
2024 Second interim dividend of 0.90c (0.77p) per share paid 27
September 2024
2,755 955 3,710 2024
2024 Third interim dividend of 1.05c (0.87p) per share paid 31
December 2024
4,328 - 4,328 2024
Total dividends paid in 2024 7,083 6,767 13,850
103
Annual Report 2025
8. Capital commitments
As at 31 December 2025 the Company had capital commitments of €235.5 million (2024: €183.3 million) relating to
undrawn intercompany loans.
9. Ultimate parent company
In the opinion of the Directors on the basis of shareholdings reviewed by them, the Company has no immediate or
ultimate controlling party.
10. Fair value of financial instruments
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the
inputs used in making the measurements.
Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or
indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active
markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less
than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from
market data.
Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument’s
valuation.
Fair value hierarchy
The Company’s financial instruments measured at fair value relate to group loans due from group entities, disclosed
in note 3. The group loans are classified as level 3 (2024: level 3) in the fair value hierarchy.
Level 3 fair value measurements
During the year, €185,857,000 (2024: €13,499,000) of group loans were repaid and €22,100,000 of new loans were
granted to subsidiaries.
Since loans are payable within 12 months, fair value is deemed as carrying value. As at 31 December 2025 the carrying
value of the Group loans is €72,805,000 (2024: €254,671,000), which is equal to amortised cost (2024: €236,562,000).
The fair value considers the net asset value of each borrower and whether this is sufficient value within the subsidiary
to meet the contracted cash flows. The net asset value of the borrower is primarily driven by the valuation of
investment property, refer to the unobservable inputs into that valuation in Note 9 of the Group Consolidated Financial
Statements.
11. Post balance sheet events
On 12 January 2026 the Company announced that it had received a requisition request from DL Invest Group ISR
SARL ("DL Invest"), the Company’s largest Shareholder, requiring the Directors to convene a general meeting of the
Company. Following the requisitioned general meeting, which was held on Friday 20 February 2026, the Board
announced that neither of the resolutions proposed by DL Invest had been passed.
On 23 January 2026, the Group completed the sale of an asset located in France for a consideration of approximately
€7.9 million.
104
Annual Report 2025
On 28 February 2026, Israel and the United States launched a military offensive against Iran. This geopolitical event
has caused global market disruption, with heightened uncertainty surrounding the potential short and medium-term
implications for investment markets. The conflict did not impact real estate valuations as at 31 December 2025, being
the financial year-end for the Group. However, the outlook for markets remains volatile and continues to be
monitored. As at the date of reporting, no negative impacts on the Group have been observed.
On 13 March 2026, the Group completed the sale of its warehouse located in Waddinxveen, the Netherlands. The asset
has been sold for a consideration of €35 million. Following this sale, the entire loan with Berlin Hyp of €34.3 million,
expiring in June 2026, was repaid.
On 19 March 2026, the Group completed the sale of its warehouse located in Noves, near Avignon, France. The asset
has been sold for a consideration of €47.5 million.
105
Annual Report 2025
Corporate Information (Unaudited)
Information about the Investment Manager
abrdn Fund Managers Limited
abrdn Fund Managers Limited (“aFML”), authorised and regulated by the Financial Conduct Authority, has been
appointed as alternative investment fund manager to the Company. aFML has in turn delegated portfolio management
to the Danish branch of abrdn Investments Ireland Limited (“aIIL”).
Aberdeen
On 4 March 2025 the manager announced a change to its trading name from ‘abrdn’ to ‘Aberdeen’ and from ‘abrdn
plc’ to ‘Aberdeen Group plc’. Worldwide, Aberdeen Group plc group companies had approximately £556 billion under
management and administration (as at 31 December 2025) in assets for a range of clients, including individuals and
institutions, through mutual and segregated funds.
Aberdeen operates a fully integrated property investment management platform and has an extensive regional presence
across the UK and Continental Europe. Its eight offices across Europe - London, Edinburgh, Frankfurt, Amsterdam,
Madrid, Paris, Brussels and Copenhagen - employ over 300 real estate professionals in fund management, research,
transactions, asset management, financing and other specialist property activities.
The real estate teams within these offices are responsible for sourcing and managing all the assets acquired across the
region. Having teams in the key target markets in which the Company invests provides, in the Investment Manager’s
view, a significant competitive advantage, with improved local market knowledge, better access to potential deals,
closer implementation of asset business plans and improved ability to manage and mitigate risk.
The Investment Team Senior Managers
Troels Andersen - Head of Funds, Europe & Fund Manager, Real Estate Investment Management
Troels Andersen, who joined Aberdeen in April 2011 and is based in Copenhagen, assumed the role of lead fund
manager for the Company in October 2022. Prior to his involvement with the Company, Troels had been Fund
Manager of Aberdeen’s €150 million multi- sector European Long Income Real Estate Fund, having successfully
overseen its launch in 2019. Prior to that he was Fund Manager of Aberdeen’s €500 million gross asset value Aberdeen
Property Nordic I Fund, together with a further segregated value-add mandate. He was previously a member of
Aberdeen’s Nordic and European Investment Committees, which approves all major decisions for investments in the
region. Troels brings 25 years of real estate investment experience, including logistics asset transactions, together with
knowledge of debt facility management, having spent the first part of his career working for German banks in both
Germany and the UK. He speaks English, Danish and German.
Attila Molnar - Deputy Fund Manager, Real Estate Investment Management
Attila is a Fund Manager based in Frankfurt. Attila joined Dresdner Bank’s property fund management business
(DEGI) in 2006, shortly before the business was acquired by Aberdeen. Attila has been involved in the planning and
establishment of new product lines for institutional clients and joined the fund management teams of those funds.
At present, in addition to his responsibilities for the Company, he is responsible for two institutional funds. Prior to
joining DEGI Attila worked for PricewaterhouseCoopers where he was responsible for a diverse range of audit and
due diligence projects in the property funds sector.
Attila graduated with a MSc in Accounting and Finance from Budapest University of Economics and speaks English,
German and Hungarian.
106
Annual Report 2025
Claire Beghin - Deputy Fund Manager, Real Estate Investment Management
Claire Beghin is a Fund Manager at Aberdeen and manages the Standard Life Investments European Property Growth
Fund. She joined Aberdeen in 2021 and was appointed Fund Manager in 2022. Claire has 15 years of real estate
experience, having previously held senior portfolio and analytical roles at Swiss Life Asset Managers France and
Goldman Sachs. She speaks English, French and Spanish.
The Investment Process
The Investment Manager is responsible for managing the transaction process working through its property teams based
in Europe. The teams based in the target markets have an in-depth knowledge of the local markets and a wide network
of relationships for identifying and selecting the best investment and disposal opportunities. Having local teams on
the ground provides for in-depth local insight and, in turn, is a significant competitive advantage that should enable
the Investment Manager to implement the Company’s investment policy across key cities and regions.
Furthermore, focusing on income durability, location and propensity for rental growth, combined with the ability to
carry out active asset management, enabled the Investment Manager to invest in properties where competition among
potential buyers is higher.
The process is informed by a significant database of proprietary information held by the Investment Manager,
experienced investment professionals, including people on the ground in the relevant markets and a dedicated research
function that assists in understanding rental and capital growth prospects at country, regional, city, sub-market and
sector level.
The Investment Manager operates a pan-European Investment Committee which approves all transactions, financing
decisions and material asset management activity. The Investment Committee includes senior members of the real
estate team.
An active asset management strategy (i.e. defining, implementing and regularly reviewing business plans for each
property in the Portfolio) is an important element in helping to enhance and deliver value. An important part of this is
that the properties are managed by local asset managers in the countries where the properties are located who have
better access to tenants, advisers and consultants to help generate better outcomes.
Approach to ESG
The Investment Manager views ESG as a fundamental part of its business. Whilst real estate investment provides
valuable economic benefits and returns for investors it has – by its nature – the potential to affect environmental and
social outcomes, both positively and negatively.
The Investment Manager’s approach is underpinned by the following three over-arching principles:
• Transparency, Integrity and Reporting: being transparent in the ways in which it communicates and discusses
strategy, approach and performance with investors and stakeholders.
• Capability and Collaboration: drawing together and harnessing the capabilities and insights of its platforms, with
those of its investment, supply chain and industry partners.
• Investment Process and Asset Management: integrating ESG into decision making, governance, underwriting
decisions and asset management approach. This includes the identification and management of material ESG risks
and opportunities across the Portfolio.
107
Annual Report 2025
Investor Information
Investors may receive information about the Company via email by registering at the foot of the homepage of
the website: eurologisiticsincome.co.uk
The website also includes current and historic Annual and Half-Yearly Reports, performance data, the latest quarterly
factsheet issued by the Investment Manager together with links to the Company’s share price and recent London Stock
Exchange announcements.
Information about the Company, and other investment companies managed by the Investment Manager, may also be
found on social media, as follows:
‘X’/(Twitter): @AberdeenTrusts
LinkedIn: Aberdeen Investment Trusts
Alternative Investment Fund Managers Directive (“AIFMD”) and Pre-Investment Disclosure Document
(“PIDD”)
The Company has appointed abrdn Fund Managers Limited as its alternative investment fund manager and Citibank
UK Limited as its depositary under the AIFMD. Details of the leverage and risk policies which the Company is
required to have in place under the AIFMD are published in the Company’s PIDD which can be found on the website
eurologisticsincome.co.uk. The periodic disclosures required to be made by the AIFM under the AIFMD are set out
on page 111.
Investor Warning: Be alert to share fraud and boiler room scams
The Company has been made aware by Aberdeen that some investors have received telephone calls from people
purporting to work for Aberdeen, or third parties, who have offered to buy their investment trust shares. These may
be scams which attempt to gain personal information with which to commit identity fraud or could be ‘boiler room’
scams where a payment from an investor is required to release the supposed payment for their shares. These callers
do not work for Aberdeen and any third party making such offers has no link with Aberdeen. Aberdeen never makes
these types of offers and does not ‘cold-call’ investors in this way. If investors have any doubt over the veracity of a
caller, they should not offer any personal information, end the call and contact Aberdeen’s investor services centre
using the details provided below.
The Financial Conduct Authority provides advice with respect to share fraud and boiler room scams at:
fca.org.uk/consumers/scams
Shareholder Enquiries
Registered Shareholders
In the event of queries regarding their holdings of shares, lost certificates, dividend payments, registered details, etc
shareholders holding their shares in the Company directly should contact the registrars, Equiniti Limited, via their
website www.shareview.co.uk or Tel: +44 (0) 371 384 2030. Lines are open Monday to Friday (excluding public
holidays in England & Wales).
General Enquiries
Any general enquiries about the Company should be directed to the Company Secretary, abrdn European Logistics
Income plc, 280 Bishopsgate, London EC2M 4AG or by email at CEF.CoSec@aberdeenplc.com.
108
Annual Report 2025
A note about the Aberdeen Investment Trust Savings Plans (the ‘Plans’)
The Aberdeen Investment Trusts ISA, Share Plan and Investment Plan for Children (the “Plans”) closed in December
2023. All investors with a holding or cash balance in the Plans at that date transferred to interactive investor (“ii”), an
Aberdeen group company. ii communicated with Plan holders in late November 2023 to set up account security to
ensure that investors would continue to access their holdings via ii following the closure of the Plans.
Former Aberdeen Plan holders should contact ii for any ongoing support with their ii accounts on 0345 646 1366, or
+44 113 346 2309 if calling from outside the UK. Lines are open 8.00am to 5.00pm Monday to Friday. Alternatively,
Plan holders can access the website at ii.co.uk/abrdn-welcome.
Suitable for Retail/NMPI Status
The Company’s securities are intended for investors primarily in the UK (including retail investors), professionally
advised private clients and institutional investors who are seeking exposure to European logistical real estate and who
understand and are willing to accept the risks of exposure to this asset class. Investors should consider consulting a
financial adviser who specialises in advising on the acquisition of shares and other securities before acquiring shares.
Investors should be capable of evaluating the risks and merits of such an investment and should have sufficient
resources to bear any loss that may result.
The Company currently conducts its affairs so that its securities can be recommended by a financial adviser to ordinary
retail investors in accordance with the Financial Conduct Authority’s (FCA) rules in relation to non-mainstream pooled
investments (NMPIs) and intends to continue to do so for the foreseeable future.
The Company’s shares are excluded from the FCA’s restrictions which apply to non-mainstream investment products
because they are shares in an investment trust.
Key Information Document (“KID”)
The KID relating to the Company can be found under ‘Key Documents’ in the ‘Literature’ section of the Company’s
website.
How to Invest in the Company and other Aberdeen-managed investment trusts
A range of leading investment platforms and share dealing services let you buy and sell Aberdeen-managed investment
trusts including the shares of the Company.
Many of these platforms operate on an ‘execution-only’ basis. This means they can carry out your instruction to buy
or sell a particular investment trust. But they may not be able to advise on suitable investments for you. If you require
advice, please speak to a qualified financial adviser (see below).
Flexibility
Many investment platform providers will allow you to buy and hold Aberdeen Investment Trust shares within an
Individual Savings Account (ISA), Junior ISA or Self Invested Personal Pension (SIPP), all of which have potential
tax advantages. Most will also allow you to invest on both a lump sum and regular savings basis.
Costs and service
It is important to choose the right platform for your needs, so take time to research what each platform offers before
you make your decision, as well as considering charges. When it comes to charges, some platforms have flat fee
structures while others levy percentage-based charges. Typically, you will also pay a fee every time you buy and sell
shares, so you need to bear in mind these transaction costs if you are trading frequently. There may also be additional
charges for ISA and SIPP investments.
109
Annual Report 2025
Can I exercise my voting rights if I hold my shares through an investment platform?
Yes, you should be able to exercise your right to vote by contacting your platform provider. Procedures differ, but
some platforms will automatically alert you when new statutory documents are available and then allow you to vote
online. Others will require you to contact them to vote. Your chosen platform provider will provide further guidance.
Alternatively, the Association of Investment Companies has provided information on how to vote investment company
shares held on some of the major platforms. This information can be found at: www.theaic.co.uk/how-to-vote-your-
shares.
Getting advice
Aberdeen recommends that you seek financial advice prior to making an investment decision. If you do not currently
have a financial adviser, details of authorised financial advisers in your area can be found at pimfa.co.uk or
unbiased.co.uk (see below). You will pay a fee for advisory services.
Platform providers
Platforms featuring Aberdeen Group managed investment trusts include:
• . interactive investor (an Aberdeen owned business): www.ii.co.uk/investment-trusts
• . AJ Bell: www.ajbell.co.uk/markets/investment-trusts .
• . Barclays Smart Investor: www.barclays.co.uk/smart-investor
• . Bestinvest: www.bestinvest.co.uk
• . Charles Stanley Direct: www.charles-stanley-direct.co.uk
• . Fidelity: www.fidelity.co.uk
• . Halifax: www.halifax.co.uk/investing
• . Hargreaves Lansdown: www.hl.co.uk/shares/investment-trusts
• . Novia: www.wealthtime.com/advisers/
• . transact: www.transact-online.co.uk
• . Aberdeen (an Aberdeen owned business): www.abrdn.com/adviser/wrap
The companies above are shown for illustrative purposes only. Other platform providers are available. The links above
direct you to external websites operated by each platform provider. Aberdeen is not responsible for the content and
information on these third-party sites, apart from interactive investor, which is owned by Aberdeen.
Discretionary Private Client Stockbrokers
If you have a large sum to invest, you may wish to contact a discretionary private client stockbroker. They can manage
your entire portfolio of shares and will advise you on your investments. To find a private client stockbroker visit The
Personal Investment Management & Financial Advice Association at: pimfa.co.uk.
Financial Advisers
To find an adviser who recommends on investment trusts, visit: unbiased.co.uk.
Regulation of Stockbrokers
Before approaching a stockbroker, always check that they are regulated by the Financial Conduct Authority:
Tel: 0800 111 6768 or at
at https://register.fca.org.uk
Email: consumerqueries@fca.org.uk
110
Annual Report 2025
Note
Please remember that past performance is not a guide
to the future. Stock market and currency movements may cause the value of shares and the income from them to fall
as well as rise and investors may not get back the amount they originally invested.
As with all equity investments, the value of investment trusts purchased will immediately be reduced by the difference
between the buying and selling prices of the shares, the market maker’s spread.
Investors should further bear in mind that the value of any tax relief will depend on the individual circumstances of
the investor and that tax rates and reliefs, as well as the tax treatment of ISAs, may be changed by future legislation.
The information on pages 107 to 110 has been issued by abrdn Investments Limited, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom. abrdn Investments Limited is entered on the Financial
Services Register under registration number 121891.
111
Annual Report 2025
Alternative Investment Fund Managers Directive Disclosures (Unaudited)
abrdn Fund Managers Limited and the Company are required to make certain disclosures available to investors in
accordance with the Alternative Investment Fund Managers Directive (‘AIFMD’). Those disclosures that are required
to be made pre-investment are included within a pre-investment disclosure document (‘PIDD’) which can be found
on the Company’s website eurologisticsincome.co.uk. There have been no material changes to the disclosures
contained within the PIDD since its last publication in May 2025.
The periodic disclosures as required under the AIFMD to investors are made below:
• Information on the investment strategy, geographic and sector investment focus and principal stock exposures are
included in the Strategic Report.
• None of the Company’s assets are subject to special arrangements arising from their illiquid nature.
• The Strategic Report, note 22 to the financial statements and the PIDD together set out the risk profile and risk
management systems in place. There have been no changes to the risk management systems in place in the period
under review and no breaches of any of the risk limits set, with no breach expected.
• There are no new arrangements for managing the liquidity of the Company or any material changes to the liquidity
management systems and procedures employed by aFML.
• All authorised Alternative Investment Fund Managers are required to comply with the AIFMD Remuneration
Code. In accordance with the Remuneration Code, the Company’s AIFM remuneration policy is available from
the Company Secretaries, abrdn Holdings Limited on request (see contact details on page 107) and the numerical
remuneration in the disclosures in respect of the AIFM’s reporting period for the year ended 31 December 2025
are available on the Company’s website.
Leverage
The table below sets out the current maximum permitted limit and actual level of leverage for the Company:
Gross method
Commitment method
Maximum level of leverage
365.0%
185.0%
Actual level at 31 December 2025
112.2%
112.2%
There have been no breaches of the maximum level during the period and no changes to the maximum level of leverage
employed by the Company. There is no right of re-use of collateral or any guarantees granted under the leveraging
arrangement. Changes to the information contained either within this Annual Report or the PIDD in relation to any
special arrangements in place, the maximum level of leverage which aFML may employ on behalf of the Company;
the right of use of collateral or any guarantee granted under any leveraging arrangement; or any change to the position
in relation to any discharge of liability by the Depositary will be notified via a regulatory news service without undue
delay in accordance with the AIFMD.
The information above has been issued by abrdn Investments Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. abrdn Investments Limited is entered on the Financial Services
Register under registration number 121891.
112
Annual Report 2025
Glossary of Terms and Definitions and Alternative Performance Measures
Aberdeen
Aberdeen Group plc (previously known as abrdn plc)
Aberdeen Group
the Aberdeen Group plc group of companies
AIC
Association of Investment Companies
AIFMD
The Alternative Investment Fund Managers Directive
AIFM
the alternative investment fund manager, being aFML
Alternative
Performance
Measures
Alternative performance measures are numerical measures of the Company’s current,
historical or future performance, financial position or cash flows, other than financial
measures defined or specified in the applicable financial framework. The alternative
performance measures that have been adopted by the Company are in line with general
comparable measures used widely across the investment trust industry such as the level
of discount/premium, NAV/Share price total return and ongoing charges which are each
explained more fully below. The Company’s applicable financial framework includes
IFRS and UK GAAP.
Annual Rental Income
Rental income passing at the Balance Sheet date
aFML or AIFM or the
Manager
abrdn Fund Managers Limited
aIIL or the Investment
Manager
abrdn Investments Ireland Limited is a wholly owned subsidiary of Aberdeen Group plc
and acts as the Company’s investment manager
Asset Cover
The value of a company’s net assets available to repay a certain security. Asset cover is
usually expressed as a multiple and calculated by dividing the net assets available by
the amount required to repay the specific security.
B Shares and Capital
Gains Tax
For the purposes of United Kingdom taxation of capital gains and corporation tax on
chargeable gains (“Capital Gains Tax”), the issue of B Shares constitutes a
reorganisation of the share capital of the Company. Accordingly, the B Shares are treated
as the same asset as a shareholder’s holding of existing Ordinary shares, and as having
been acquired at the same time as a shareholder’s holding of existing Ordinary shares.
A shareholder’s combined holding of Ordinary shares and B shares has the same
aggregate base cost as the shareholder’s holding of Ordinary shares immediately before
the issue of B shares. The aggregate base cost should be apportioned between B shares
and the Ordinary shares held by a Shareholder by reference to the market values of the
Ordinary shares and the B shares on the first day of trading after the issue of B shares.
The information above does not constitute tax advice and is intended only as a guide to
United Kingdom law and HMRC published practice (which are both subject to change
at any time, possibly with retrospective effect). It relates only to certain limited aspects
of the United Kingdom taxation treatment of shareholders and is intended to apply only
to shareholders who are resident in the United Kingdom for United Kingdom tax
purposes and who are, and were the absolute beneficial owners of their Ordinary shares
and B Shares and who hold, or held, them as investments (and not as securities to be
realised in the course of a trade) other than under an ISA. The information above may
not apply to certain shareholders, such as, but not limited to, dealers in securities,
insurance companies, collective investment schemes and shareholders who are exempt
from taxation. The position may be different for future transactions.
Shareholders who are in any doubt as to their tax position or who are subject to tax in a
jurisdiction other than the United Kingdom should consult an appropriate professional
adviser.
A breakdown of the assessment of the market values of the B Shares on their issue dates
is available for download in the ‘Literature’ section of the Company’s website
www.eurologisticsincome.co.uk.
Contracted Rent
The contracted gross rent receivable which becomes payable after all the occupier
incentives in the letting have expired
113
Annual Report 2025
Covenant Strength
This refers to the quality of a tenant’s financial status and its ability to perform the
covenants in a lease
Dividend Cover
1
The ratio of the Company’s net profit after tax (excluding the below items) to the
dividends paid.
As at
As at
31 December
2025
31 December
2024
Earnings per IFRS income statement (€'000)
(33,263)
3,030
Adjustments to calculate dividend cover:
Net changes in the value of investment property
(€'000)
10,939
6,284
Gains on disposal of investment property
(€'000)
26,997
(35)
Capitalised finance costs (€'000)
123
915
Remeasurement of amortised cost (€'000)
(915)
1,159
Capital management and disposal costs (€'000)
3,040
Tax on disposal of investment property (€'000)
5,789
482
Deferred taxation (€'000)
(5,594)
771
Gains on termination of financial instruments
(€'000)
(164)
(13)
Effect of fair value adjustments on
derivative financial instruments (€'000)
201
1,311
Effects of foreign exchange differences (€'000)
337
427
Profits (A) (€'000)
7,490
14,331
Dividend (B) (€'000)
16,610
13,850
Dividend cover (A)/(B)
45.1%
103.5%
Discount to Net asset
value per share
1
The amount by which the market price per share of an investment trust is lower than the
net asset value per share. The discount is normally expressed as a percentage of the NAV
per share:
As at
As at
31 December 2025
31 December 2024
Share price (A)
26.6p
58.8p
NAV (B)
29.3p
75.3p
Discount (A-B)/B
(9.2%)
(21.9%)
Earnings Per Share
Profit for the year attributable to shareholders divided by the weighted average number
of shares in issue during the year
EPRA
European Public Real Estate Association
Europe
The member states of the European Union, the European Economic Area (“EEA”) and
the members of the European Free Trade Association (“EFTA”) (and including always
the United Kingdom, whether or not it is a member state of the European Union, the
EEA or a member of EFTA)
ERV
The estimated rental value of a property, provided by the property valuers
Gearing
1
Calculated as gross external bank borrowings divided by total assets
As at
As at
31 December
2025
31 December
2024
Bank loans ('€000)
58,228
235,700
114
Annual Report 2025
Gross assets ('€000)
211,086
636,798
Gearing
27.6%
37.0%
Group
The Company and its subsidiaries
Adjusted gross assets
and gross asset value
(GAV)
The aggregate value of the total assets of the Company as determined in accordance with
the accounting principles adopted by the Company from time to time
As at
As at
31 December
2025
31 December
2024
Gross asset value per Balance Sheet
235,433
661,197
Exclude IFRS 16 right of use asset
(24,347)
(24,399)
Gross assets
211,086
636,798
FRC
Financial Reporting Council
IFRS
International Financial Reporting Standards
Index Linked
The practice of linking the review of a tenant’s payments under a lease to a published
index, most commonly the Retail Price Index (RPI) but also the Consumer Price Index
(CPI), French Tertiary Activities Rent Index (ILAT)
Investment Manager
abrdn Investments Ireland Limited
Key Information
Document or KID
The Packaged Retail and Insurance-based Investment Products (PRIIPS) Regulation
requires the Investment Manager, as the Company’s PRIIP “manufacturer,” to prepare a
key information document (“KID”) in respect of the Company. This KID must be made
available by the AIFM to retail investors prior to them making any investment decision
and is available via the Company’s website. The Company is not responsible for the
information contained in the KID and investors should note that the procedures for
calculating the risks, costs and potential returns are prescribed by law. The figures in
the KID may not reflect the expected returns for the Company and anticipated
performance returns cannot be guaranteed
Lease incentive
A payment used to encourage a tenant to take on a new lease, for example by a landlord
paying a tenant a sum of money to contribute to the cost of a tenant’s fit-out of a property
or by allowing a rent free period
Leverage
For the purposes of the Alternative Investment Fund Managers Directive, leverage is
any method which increases the Company’s exposure, including the borrowing of cash
and the use of derivatives. It is expressed as a ratio between the Company’s exposure
and its net asset value and can be calculated on a gross and a commitment method.
Under the gross method, exposure represents the sum of the Company’s positions after
the deduction of sterling cash balances, without taking into account any hedging and
netting arrangements. Under the commitment method, exposure is calculated without
the deduction of sterling cash balances and after certain hedging and netting positions
are offset against each other. At year end actual level of leverage was 112.2% (2024:
158.8%)
Liquidation net asset
value
1
Following the announcement of the managed wind-down, the Company also prepares a
Net asset value a under liquidation basis that incudes deduction of costs associated with
liquidation of the properties and companies
Year ended
Year ended
31 December 2025
31 December 2024
€'000
€'000
Net asset value
138,260
374,108
Provision for liquidation costs
(4,308)
(12,382)
Deferred tax impact
372
1,662
Liquidation NAV
134,324
363,388
115
Annual Report 2025
Provision for liquidation costs for 2025 include €3.2m of costs associated with disposal
of properties, €1m for end of life insurance and €0.1m for costs of liquidation of the
companies.
Liquidation net asset
value per share
1
Year ended
Year ended
31 December 2025
31 December 2024
Liquidation NAV (€'000)
134,324
363,388
Number of units
412,174,356
412,174,356
Liquidation NAV per unit
32.6¢
88.2¢
Net asset value total
return (EUR)
1
The return to shareholders, expressed as a percentage of opening NAV, calculated on a
per share basis by adding dividends paid in the year to the increase or decrease in NAV.
Dividends are assumed to have been reinvested in the quarter they are paid, excluding
transaction costs
Year ended
Year ended
31 December 2025
31 December 2024
Opening NAV
90.8¢
93.4¢
B Share distribution
(45.1¢)
0.00¢
Movement in NAV
(12.2¢)
(2.6¢)
Closing NAV
33.5¢
90.8¢
% decrease in NAV
(13.4%)
(2.8%)
Impact of reinvested dividends
6.0%
3.7%
NAV total return
(11.2%)
0.9%
Net asset value total return for 2025 is not equal to the sum of percentage decrease in
NAV and impact of reinvested dividends due to B Share distributions during the year.
Net Asset Value or
NAV
The value of total assets less liabilities. Liabilities for this purpose include current and
long-term liabilities. The net asset value divided by the number of shares in issue
produces the net asset value per share
Ongoing Charges
Ratio
1
Ratio of expenses as a percentage of average daily shareholders’ funds calculated as per
the industry standard. A reconciliation of ongoing charges
is below:
Year ended
31 December
2025
Year ended
31 December
2024
Expenditure per Statement of
comprehensive income (€'000)
19,240
17,584
Less Property service charge expense
(€'000)
(6,975)
(8,379)
Less Bad debt provision (€'000)
156
(605)
Less restructuring costs (€'000)
-
(1,159)
Less disposal related professional fees
(€'000)
(3,040)
-
Group operating costs including property
costs (A) (€'000)
9,381
7,441
Less Direct property expenses
and property management fees excluding
bad debt provision (€'000)
(4,674)
(1,987)
Group operating costs (excluding property
costs) (B) (€'000)
4,707
5,454
Average net asset value (C) (€'000)
257,386
373,874
116
Annual Report 2025
Ongoing charges (excluding property costs)
(B/C)
1.8%
1.5%
Ongoing charges (including property costs)
(A/C)
3.6%
2.0%
Passing Rent
The rent payable at a particular point in time
PIDD
The pre-investment disclosure document made available by the AIFM in relation to the
Company
Premium to Net asset
value per share
1
The amount by which the market price per share of an investment trust exceeds the net
asset value per share. The premium is normally expressed as a percentage of the net asset
value per share
Prior charges
The name given to all borrowings including long and short-term loans and overdrafts
that are to be used for investment purposes, reciprocal foreign currency loans, currency
facilities to the extent that they are drawn down, index-linked securities, and all types of
preference or preferred capital, irrespective of the time until repayment
Portfolio valuation
The market value of the company’s property portfolio, which is based on the external
valuations provided by Savills
The Royal Institution
of Chartered
Surveyors (RICS)
The global professional body promoting and enforcing the highest international
standards in the valuation, management and development of land, real estate,
construction and infrastructure
Share price total
return (GBP)
1
The return to shareholders, expressed as a percentage of opening share price, calculated
on a per share basis by adding dividends paid in the year to the increase or decrease in
share price. Dividends are assumed to have been reinvested in the quarter they are paid,
excluding transaction costs
Year ended
Year ended
31 December
2025
31 December
2024
Opening Share Price
58.8p
61.6p
B Share distribution
(39.0p)
0.0p
Movement in share price
6.8p
(2.8p)
Closing share price
26.6p
58.8p
% (decrease)/increase in share price
11.6%
(4.5%)
Impact of reinvested dividends
7.4%
4.6%
Share price total return
24.2%
0.1%
Share price total return for 2025 is not equal to the sum of percentage increase in share
price and impact of reinvested dividends due to B Share distributions during the year.
SPA
Sale and purchase agreement
SPV
Special purpose vehicle
Total Assets
Total assets less current liabilities (before deducting prior charges as defined above)
WAULT
Weighted Average Unexpired Lease Term. The average time remaining until the next
lease expiry or break date
1
Defined as an Alternative Performance Measure.
117
Annual Report 2025
Disclosure Concerning Sustainable Investment (Article 8) (Unaudited)
118
Annual Report 2025
119
Annual Report 2025
120
Annual Report 2025
121
Annual Report 2025
122
Annual Report 2025
123
Annual Report 2025
124
Annual Report 2025
125
Annual Report 2025
126
Annual Report 2025
127
Annual Report 2025
128
Annual Report 2025
129
Annual Report 2025
130
Annual Report 2025
131
Annual Report 2025
132
Annual Report 2025
133
Annual Report 2025
134
Annual Report 2025
135
Annual Report 2025
Notice of Annual General Meeting
Notice is hereby given that the seventh annual general meeting (the “Annual General Meeting”) of abrdn European
Logistics Income plc (the “Company”) will be held at 18 Bishops Square, London E1 6EG on 1 June 2026 at 11:00
a.m. for the following purposes:
To consider and if thought fit, pass the following resolutions of which Resolutions 1 to 8 will be proposed as ordinary
resolutions and Resolutions 9 to 11 as special resolutions:
Ordinary Business – Ordinary Resolutions
1. To receive and adopt the Company’s financial statements for the year ended 31 December 2025, together with the
Directors’ Report and the auditor’s report thereon.
2. To receive and approve the Directors’ Remuneration Report as set out in the Company’s Annual Report and
financial statements for the year ended 31 December 2025 (other than the Directors’ Remuneration Policy as set
out on pages 39 and 40 of the Directors’ Remuneration Report).
3. To authorise the Directors of the Company to declare and pay all dividends of the Company as interim dividends
and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to
shareholder approval.
4. To re-elect Ms C. Gulliver as a Director.
5. To re-elect Mr J. Heawood as a Director.
6. To re-elect Mr T. Roper as a Director.
7. To re-appoint KPMG LLP as the Company’s auditor to hold office from the conclusion of this Annual General
Meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.
8. To authorise the Directors to determine the auditor’s remuneration.
Special Business – Special Resolutions
9. THAT, the Company be generally and unconditionally authorised in accordance with section 701 of the Act to
make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares and to cancel or hold
in treasury such shares provided that:
a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 14.99% of the
Ordinary Shares in issue as at the date of the passing of this Resolution;
b) the minimum price which may be paid for an Ordinary Share is £0.01;
c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall not be more than
the higher of (i) an amount equal to 5% above the average of the middle market quotations for an Ordinary
Share taken from the London Stock Exchange Daily Official List for the five business days immediately
preceding the date on which the Ordinary Share is contracted to be purchased; and (ii) the higher of the price
of the last independent trade and the current highest independent bid on the trading venue where the purchase
is carried out;
d) the authority hereby conferred shall expire on 30 June 2027, or, if earlier, at the conclusion of the annual
general meeting of the Company to be held in 2027 unless such authority is renewed, revoked or varied prior
to such time by the Company in general meeting; and
136
Annual Report 2025
e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior
to the expiry of such authority which will or may be executed wholly or partly after the expiration of such
authority and may make a purchase of Ordinary Shares pursuant to any such contract.
10. THAT a general meeting of the Company other than an annual general meeting may be called on not less than 14
clear days’ notice.
11. THAT, subject to the confirmation of the High Court of Justice in England and Wales, the amount standing to the
credit of the Capital Redemption Reserve of the Company as at the date this Resolution is passed be cancelled and
the amount of the Capital Redemption Reserve so cancelled be credited to a reserve.
By order of the Board
abrdn Holdings Limited
Secretaries
280 Bishopsgate London EC2M 4AG
21 April 2026
137
Annual Report 2025
Notes
1. In accordance with section 311A of the Companies Act 2006, the contents of this Notice of Meeting, details of the
total number of shares in respect of which members are entitled to exercise voting rights at the Annual General
Meeting and, if applicable, any members’ statements, members’ resolutions or members’ matters of business
received by the Company after the date of this notice will be available on the Company’s website
eurologisticsincome.co.uk.
2. As a member, you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak
and vote at the Annual General Meeting. A proxy need not be a member of the Company. You may appoint more
than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not
appoint more than one proxy to exercise the rights attached to any one share. A form of proxy is enclosed.
3. To be valid, any form of proxy or other instrument of proxy and any power of attorney or other authority, if any,
under which they are signed or a notarially certified copy of that power of attorney or authority should be sent to
the Company’s registrars so as to arrive not less than 48 hours before the time fixed for the meeting (excluding
non-working days). The return of a completed form of proxy or other instrument of proxy will not prevent you
attending the Annual General Meeting and voting in person if you wish to do so.
4. The right to vote at the meeting is determined by reference to the Company’s register of members as at 6.30 p.m.
on 28 May 2026 or, if this meeting is adjourned, at 6.30 p.m. on the day two business days prior to the adjourned
meeting. Changes to the entries on that register of members after that time shall be disregarded in determining the
rights of any member to attend and vote at the meeting.
5. As a member you have the right to put questions at the meeting relating to the business being dealt with at the
meeting.
6. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so for the Annual General Meeting and any adjournment(s) thereof by utilising the procedures
described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate action on their behalf.
7. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a
“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s
(“EUI”) specifications and must contain the information required for such instructions, as described in the CREST
Manual which can be viewed at www.euroclear.com. The message must be transmitted so as to be received by the
issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of Annual
General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST.
8. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI
does not make available special procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member
or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular to those sections of the CREST Manual concerning practical limitations
of the CREST system and timings.
138
Annual Report 2025
9. It is possible for you to submit your proxy votes online by going to Equiniti’s Shareview website,
www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click ‘View’
on the ‘My Investments’ page and then click on the link to vote and follow the on-screen instructions. If you have
not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is
important that you register for a Shareview Portfolio with enough time to complete the registration and
authentication processes.
10. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
11. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which
has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity,
please go to www.proxymity.io. Your proxy must be lodged by no later than 11:00 a.m. on 28 May 2026 in order
to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s
associated terms and conditions. It is important that you read these carefully as you will be bound by them and
they will govern the electronic appointment of your proxy.
12. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the
appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which
the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the
first-named being the most senior).
13. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its
behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers
over the same share. A Director, the company secretary, or some person authorised for the purpose by the company
secretary, may require any representative to produce a certified copy of the resolution so authorising him or such
other evidence of his authority reasonably satisfactory to such Director, company secretary or other person before
permitting him to exercise his powers.
14. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006
to enjoy information rights (a “Nominated Person”) may, under an agreement between them and the member by
whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the
Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise
it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting
rights. Any person holding 3% of the total voting rights in the Company who appoints a person other than the
Chairman as his or her proxy(ies) will need to ensure that both he or she and such proxy(ies) comply with their
respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.
15. The statement of the rights of members in relation to the appointment of proxies in paragraphs 2 and 3 above does
not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of
the Company.
16. As at close of business on 21 April 2026 (being the latest practicable date prior to publication of this document),
the Company’s issued share capital comprised 412,174,356 Ordinary Shares and there were no shares held in
treasury. Each Ordinary Share carries the right to one vote at a general meeting of the Company and therefore the
total number of voting rights in the Company as at close of business on 21 April 2026 is 412,174,356.
17. No Director has a service contract with the Company, however, copies of Directors’ letters of appointment will be
available for inspection for at least 15 minutes prior to the meeting and during the meeting.
18. Under section 338 of the Companies Act 2006, members may require the Company to give, to members of the
Company entitled to receive this Notice of Meeting, notice of a resolution which may properly be moved and is
139
Annual Report 2025
intended to be moved at the Annual General Meeting. Under section 338A of that Act, members may request the
Company to include in the business to be dealt with at the Annual General Meeting any matter (other than a
proposed resolution) which may be properly included in the business.
19. Members should note that it is possible that, pursuant to requests made by the members of the Company under
section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting
out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct
of the audit) that are to be laid out before the Annual General Meeting; or (ii) any circumstances connected with
an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports
were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members
requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the
Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the
Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes
the statement available on the website. The business which may be dealt with at the Annual General Meeting
includes any statement that the Company has been required under section 527 of the Companies Act 2006 to
publish on the website.
20. Pursuant to section 319A of the Companies Act 2006, the Company must cause to be answered at the Annual
General Meeting any question relating to the business being dealt with at the Annual General Meeting which is
put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests
of the Company or the good order of the meeting that the question be answered or if to do so would involve the
disclosure of confidential information.
21. You may not use any electronic address provided either in this Notice of Meeting or any related documents
(including the Form of Proxy) to communicate with the Company for any purposes other than those expressly
stated.
140
Annual Report 2025
Contact Addresses
Directors
Anthony Roper (Chairman)
Caroline Gulliver
John Heawood
Secretaries and Registered Office
abrdn Holdings Limited
Alternative Investment Fund Manager
abrdn Fund Managers Limited
280 Bishopsgate
London EC2M 4AG
Investment Manager
abrdn Investments Ireland Limited
2nd Floor
2-4 Merrion Row
Dublin 2 D02 YN56
Stockbroker
Investec PLC
30 Gresham Street
London EC2V 7QP
Solicitor
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
Registrar
Equiniti Limited
Aspect House Spencer Road
Lancing BN99 6DA
Tel: UK and Overseas +44 (0) 371 384 2030
Lines open 8:30am to 5:30pm (UK time), Monday to
Friday, (excluding public holidays in England and
Wales) shareview.co.uk
Depositary
Citibank UK Limited
Citigroup Centre Canada Square Canary Wharf
London E14 5LB
Independent Auditor
KPMG LLP
15 Canada Square Canary Wharf
London E14 5GL
Website: eurologisticsincome.co.uk
Foreign Account Tax Compliance Act (“FATCA”)
IRS Registration Number (‘‘GIIN’’):
DF2TVL.99999.SL.826
Legal Entity Identifier (LEI):
213800I9IYIKKNRT3G50
Registered Number: Incorporated in England &
Wales with number 11032222
141
Annual Report 2025