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img2011.png










VERTUS A2 LIMITED

Registered number: 09463315



DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
VERTUS A2 LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Directors' Responsibilities Statement
3
Independent Auditors' Report
4 - 7
Statement of Comprehensive Income
8
Statement of Financial Position
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 25


 
VERTUS A2 LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

PRINCIPAL ACTIVITY

The company holds a long lease over the property at 8 Water Street, Wood Wharf, London. Income consists of rental income from retail tenants and a 99% passthrough from its subsidiary, Vertus 8 Water Street Limited.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £8,122,192 (2023 - loss £12,260,737).

No dividends have been paid or proposed for the year and to the date of this report (2023 - £Nil).

DIRECTORS

The directors who served during the year were:

S Z Khan 
K J Kingston 
A H Mullens 
R J Worthington 

QUALIFY THIRD PARTY INDEMNITY PROVISIONS
The company provides a qualifying third-party indemnity provision to all directors (to the extent permitted by law) in respect of liabilities incurred as a result of their office. The company also has in place liability insurance covering the directors and officers of the company and any associated companies. Both the indemnity and insurance were in force during the year ended 31 December 2024 and at the time of the approval of this Directors' Report. Neither the indemnity nor the insurance provide cover in the event that the director is proven to have acted dishonestly or fraudulently.

GOING CONCERN

For details in respect of going concern refer to Note 2.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Page 1

 
VERTUS A2 LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


AUDITORS

On 21 November 2024, Deloitte LLP resigned as the auditors of the Company.  In their resignation letter, Deloitte confirmed that there are no matters related to their resignation that should be brought to the attention of the members or creditors of the Company.
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 12 August 2025 and signed on its behalf.
 








A H Mullens
Director

Page 2

 
VERTUS A2 LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
VERTUS A2 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS A2 LIMITED
 

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

OPINION
We have audited the financial statements of Vertus A2 Limited (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice). 

In our opinion:
the financial statements give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its loss for the year then ended; 
the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. 

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as interest rates, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

 
VERTUS A2 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS A2 LIMITED
 

OTHER INFORMATION

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors’ report have been prepared in accordance with applicable legal requirements.

MATTER ON WHICH WE ARE REQUIRED TO REPORT UNDER THE COMPANIES ACT 2006

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
Page 5

 
VERTUS A2 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS A2 LIMITED
 

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined the most significant ones which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks (United Kingdom Generally Accepted Accounting Practice, Companies Act 2006 and UK tax compliance). 

In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements and those laws and regulations relating to health and safety, consumer rights, employee matters, environmental, and bribery and corruption practices.

We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of board minutes and correspondence received from regulatory bodies.

We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risks were in relation to:
journal entries involving unusual account combinations which improve the company’s financial performance through reduction in expenses or increases in income;
potential management bias in journal entries related to significant accounting estimates and any significant transactions outside of the normal conduct of business operations; and

Our audit procedures involved:
evaluation of the design effectiveness of relevant controls that management has in place to prevent and detect fraud;
journal entry testing, with a focus on unusual account combinations and those that were posted outside of the usual business process cycle;
challenging assumptions and judgements made by management in its significant accounting estimates; 
completing audit procedures to conclude on the compliance of disclosures in the annual report and accounts with applicable financial reporting requirements.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. 

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations through the following:
understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation; and
knowledge of the industry in which the client operates.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Page 6

 
VERTUS A2 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS A2 LIMITED
 


USE OF OUR REPORT

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.






Elizabeth Collins (Senior statutory auditor)
For and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London, United Kingdom
12 August 2025
Page 7

 
VERTUS A2 LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
As restated 2023
Note
£
£

  

Turnover
 5 
3,883,542
3,936,326

Cost of sales
  
(130,621)
(67,475)

GROSS PROFIT
  
3,752,921
3,868,851

Administrative expenses
  
(59,140)
(141,727)

Movement in fair value of investment property
 11 
(8,795,498)
(16,207,374)

OPERATING LOSS
  
(5,101,717)
(12,480,250)

Interest receivable and similar income
  
25,125
-

Interest payable and similar expenses
 8 
(3,159,676)
(3,129,255)

LOSS BEFORE TAX
  
(8,236,268)
(15,609,505)

Tax on loss
 9 
114,076
3,348,768

LOSS FOR THE FINANCIAL YEAR
  
(8,122,192)
(12,260,737)

Other comprehensive income for the year
  
-
-

TOTAL COMPREHENSIVE (EXPENSE)/INCOME FOR THE YEAR
  
(8,122,192)
(12,260,737)

The notes on pages 11 to 25 form part of these financial statements.

Page 8

 
VERTUS A2 LIMITED
REGISTERED NUMBER: 09463315

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
As restated 2023
Note
£
£

FIXED ASSETS
  

Fixed asset investments
 10 
1
1

Investment property
 11 
109,635,147
117,528,317

  
109,635,148
117,528,318

CURRENT ASSETS
  

Debtors: amounts falling due after more than one year
 12 
82,199
89,031

Debtors: amounts falling due within one year
 12 
29,920,846
30,321,671

Bank and cash balances
  
2,771,774
2,050,134

  
32,774,819
32,460,836

Creditors: amounts falling due within one year
 13 
(26,317,883)
(25,860,659)

NET CURRENT ASSETS
  
6,456,936
6,600,177

TOTAL ASSETS LESS CURRENT LIABILITIES
  
116,092,084
124,128,495

Creditors: amounts falling due after more than one year
 14 
(82,237,026)
(82,151,245)

NET ASSETS
  
33,855,058
41,977,250


CAPITAL AND RESERVES
  

Called up share capital 
 18 
46,607,665
46,607,665

Retained earnings
 19 
(12,752,607)
(4,630,415)

  
33,855,058
41,977,250


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 August 2025.







A H Mullens
Director

The notes on pages 11 to 25 form part of these financial statements.

Page 9

 
VERTUS A2 LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Retained earnings
Total equity

£
£
£

At 1 January 2024 (as previously stated)
46,607,665
(567,420)
46,040,245

Prior year adjustment - change in accounting policy
-
(4,062,995)
(4,062,995)

At 1 January 2024 (as restated)
46,607,665
(4,630,415)
41,977,250


COMPREHENSIVE EXPENSE FOR THE YEAR

Loss for the year
-
(8,122,192)
(8,122,192)
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
-
(8,122,192)
(8,122,192)


AT 31 DECEMBER 2024
46,607,665
(12,752,607)
33,855,058



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Retained earnings
Total equity

£
£
£

At 1 January 2023 (as previously stated)
46,607,665
11,593,684
58,201,349

Prior year adjustment - change in accounting policy
-
(3,963,362)
(3,963,362)

At 1 January 2023 (as restated)
46,607,665
7,630,322
54,237,987


COMPREHENSIVE EXPENSE FOR THE YEAR

Loss for the year
-
(12,260,737)
(12,260,737)
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
-
(12,260,737)
(12,260,737)


AT 31 DECEMBER 2023 RESTATED
46,607,665
(4,630,415)
41,977,250


The notes on pages 11 to 25 form part of these financial statements.

Page 10

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


GENERAL INFORMATION

Vertus A2 Limited is a private company limited by shares incorporated in the UK under the Companies Act 2006 and registered in England and Wales at One Canada Square, Canary Wharf, London, E14 5AB.
The nature of the company's operations and its principal activities are set out in the Directors' Report.

2.ACCOUNTING POLICIES

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value and in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice, including FRS 102 “the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland”). 
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see Note 3). 
The functional currency of the company is considered to be pounds sterling because that is the currency of the primary economic environment in which they operate.
The principal accounting policies have been applied consistently throughout the year and the preceding year and are summarised below:

 
2.2

Going concern

In assessing the going concern basis of the company the directors have considered a period of at least 12 months from the date of approval of these financial statements. 
In making this assessment, the Directors took into account forecast cash flows, covenant compliance and occupancy levels, including stress testing through the impact of sensitivities, where downside scenarios were considered.
Having made the requisite enquiries and assessed the resources at the disposal of the company, the directors have a reasonable expectation that the company will have adequate resources to continue its operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

  
2.3

Cash flow statement

The company has taken the exemption from preparing the cash flow statement under Section 1.12(b) as it is a member of a group where the parent of the group prepares publicly available consolidated accounts which are intended to give a true and fair view.

 
2.4

Turnover

Rental income from operating leases is recognised in the Income Statement on a straight line basis over the term of the lease. Lease incentives granted, including rent free periods, are recognised as an integral part of the net consideration for the use of the property and are therefore also recognised on the same straight line basis. Direct costs incurred in negotiating and arranging new leases are also amortised on the same straight line basis.
The company holds a passthrough interest of 99% in its subsidiary, Vertus 8 Water Street Limited. Passthrough income is recognised in the period in which income and costs are incurred.

Page 11

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.5

Taxation

Current tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. 
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.                
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing difference. Deferred tax relating to investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expenses or income.

 
2.6

Investment properties

Investment properties, including land and buildings held for development and investment properties under construction, are measured initially at cost including related transaction costs. The finance costs associated with direct expenditure on properties under construction or undergoing refurbishment are capitalised.
Where a property interest is acquired under a lease the investment property and the associated lease liability are initially recognised at the lower of the fair value and the present value of the minimum lease payments including any initial premium. Lease payments are apportioned between the finance charge and a reduction in the outstanding obligation for future amounts payable. The total finance charge is allocated to accounting periods over the lease term so as to produce a constant periodic charge to the remaining balance of the obligation for each accounting period.
Investment properties are subsequently revalued, at each reporting date, to an amount comprising the fair value of the property interest plus the carrying value of the associated lease liability less separately identified accrued rent, amortised lease incentives and negotiation costs. The gain or loss on remeasurement is recognised in the income statement. 

 
2.7

Investments

Investments in subsidiaries are stated at cost less any provision for impairment.

Page 12

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.8

Financial Instruments


The directors have taken advantage of the exemption in paragraph 1.12c of FRS 102 allowing the company not to disclose the summary of financial instruments by the categories specified in paragraph 11.41.
Trade and other receivables
Debtors are recognised initially at fair value. A provision for impairment is established where there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtor concerned.
Trade and other payables
Trade and other creditors are stated at cost.
Borrowings
Standard loans payable are recognised initially at fair value less attributable transaction cost. Subsequent to initial recognition, loans payable are stated at amortised cost with any difference between the amount initially recognised and the redemption value being recognised in the Income Statement over the period of the loan, using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period.  The effective interest rate is the rate that exactly discounts estimated future cash flows (including all fees that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability.
Where loans are subject to contractual terms and arrangements that are non-standard they are carried recognised initially at fair value. The fair value is assessed as the present value of most likely cash flows, subject to the limitations of the underlying terms. Any movements are recognised in the income statement.


3.


CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The preparation of financial statements also requires use of judgements, apart from those involving estimation, that management makes in the process of applying the entity’s accounting policies.


Valuation of investment properties
The company uses valuations performed by independent valuers as the fair value of its properties. The valuations are based upon assumptions including future rental income, anticipated void costs and the appropriate discount rate or yield. The valuers also make reference to market evidence of transaction prices for similar properties.

Page 13

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


4.


PRIOR YEAR ADJUSTMENT

During the year, the company reviewed its application of deferred tax accounting in relation to capital allowances and identified that deferred tax had previously been recognised in error. Under FRS 102, deferred tax should not have been recognised on capital allowances due to the company’s use of a for-sale basis for tax purposes and the availability of the initial recognition exemption.
As a result, a prior year adjustment has been made to derecognise the deferred tax asset previously recognised in respect of capital allowances. Comparative figures have been restated accordingly to reflect this correction in accounting treatment.







As at 31 December 2023
Adjustment
As at 31 December 2023 (restated)
        £
        £
        £
Statement of Financial Position

Deferred Tax Asset

7,446,584

(4,062,995)

3,383,589
 
Impact on Net Assets

7,446,584

(4,062,995)

3,383,589
 


.



As at 31 December 2023
Adjustment
As at 31 December 2023 (restated)
        £
        £
        £
Statement of Comprehensive Income

Deferred Tax Charge

3,448,401

(99,633)

3,348,768
 

3,448,401

(99,633)

3,348,768
 

Page 14

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


PRIOR YEAR ADJUSTMENT (CONTINUED)

As at 31 December 2023
Adjustment
As at 31 December 2023 (restated)
        £
        £
        £
Statement of Changes in Equity

Retained Earnings

(567,420)

(4,062,995)

(4,630,415)
 

(567,420)

(4,062,995)

(4,630,415)
 


5.


TURNOVER

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Rental income
252,917
240,418

Passthrough income
3,630,625
3,695,908

3,883,542
3,936,326


All turnover arose within the United Kingdom.


6.


AUDITORS' REMUNERATION

During the year, the company obtained the following services from the company's auditors and their associates:


2024
2023
£
£

Fees payable to the company's auditors and their associates for the audit of the company's financial statements
15,000
10,000


7.


EMPLOYEES




The Company had no employees during the year (2023 - NIL). No remuneration was paid by the Company to Directors for their services to the Company and no costs were allocated or recharged to the Company (2023 - NIL).

Page 15

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


INTEREST PAYABLE AND SIMILAR CHARGES

2024
2023
£
£


Bank interest payable
295
385

Interest on bank loan
3,135,981
3,105,470

Finance charges on operating lease liabilities
23,400
23,400

3,159,676
3,129,255


9.


TAXATION


2024
As restated 2023
£
£



TOTAL CURRENT TAX
-
-

DEFERRED TAX


Origination and reversal of timing differences
(114,076)
(3,348,768)

TOTAL DEFERRED TAX
(114,076)
(3,348,768)


TAX ON LOSS
(114,076)
(3,348,768)
Page 16

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
9.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is different to the standard rate of corporation tax in the UK of 25% (2023 -   23%). The differences are explained below:

2024
As restated 2023
£
£


Loss on ordinary activities before tax
(8,236,268)
(15,609,505)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
(2,059,067)
(3,668,234)

EFFECTS OF:


Non-deductible expenses
1,894
18,760

Deferred tax adjustment in respect of fair value of investment property
3,052,573
-

Tax adjustment in respect of prior period capital allowances
(1,158,179)
474,407

Changes in the rates of tax
-
(201,286)

Group relief
48,703
27,585

TOTAL TAX EXPENSE/(CHARGE) FOR THE YEAR
(114,076)
(3,348,768)

The Finance Act 2021 increased the corporation tax rate from 19.0% to 25.0% in April 2023. The standard rate of corporation tax payable by the company for the year ended 31 December 2024 is 25%
(2023 – 23.50%).


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively
enacted. The 25% rate is used to measure UK deferred taxes in 2024 (and in 2023 the 23.5% rate used
reflects 9 months of the new rate and 3 months of the previous rate of 19% to the extent the related timing
differences were expected to reverse after 1 April 2023)

Page 17

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST


At 1 January 2024
1



At 31 December 2024
1





SUBSIDIARY UNDERTAKING


The following was a subsidiary undertaking of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Vertus 8 Water Street Limited
England and Wales
Property investment
Ordinary £1 shares
100%

The company holds 1 ordinary £1 share in Vertus 8 Water Street Limited.
The subsidiary is registered at One Canada Square, Canary Wharf, London E14 5AB.
In accordance with Section 400 of the Companies Act 2006, financial information is only presented in these financial statements about the company as an individual undertaking and not about its group because the company and its subsidiary undertakings are included in the consolidated financial
statements of a larger group (Note 22).
The directors are of the opinion that the value of the company's investments at 31 December 2024 was not less than the amount shown in the company's statement of financial position.

Page 18

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


INVESTMENT PROPERTY


Long term leasehold investment property

£



VALUATION


At 1 January 2024
117,567,471


Additions at cost
863,174


Revaluation
(8,795,498)



AT 31 DECEMBER 2024
109,635,147

The company owns a long leasehold interest in a residential property at 8 Water Street, which reached practical completion on 30 November 2020.
At 31 December 2024, the property was valued externally by CBRE Limited, qualified valuers with recent experience in residential and retail properties at Canary Wharf. The fair value was determined in accordance with the Appraisal and Valuation Manual published by the Royal Institution of Chartered Surveyors, using:
- Discounted cash flows based on inputs provided by the company (current rents, terms and conditions of lease agreements) and assumptions and valuation models adopted by the valuers (estimated rental values, terminal values and discount rates).
- Yield methodology based on inputs provided by the company (current rents) and assumptions and valuation models adopted by the valuers (estimated rental values and market capitalisation rates).
The resulting valuations are cross checked against the initial yields and the fair market values per square foot derived from actual market transactions.
No allowance was made for any expenses of realisation nor for any taxation which might arise in the event of disposal.


If the investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:


2024
2023
£
£


Historic cost
121,605,871
120,742,697

121,605,871
120,742,697

Page 19

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 
11.
 

INVESTMENT PROPERTY (CONTINUED)
 
The fair value has been allocated to the following balance sheet items:

2024
2023
£
£



Leasehold properties
109,635,147
117,528,318

Operating lease liabilities
(217,348)
(217,348)

Negotiation costs
52,120
59,694

Lease incentives
30,081
29,336

109,500,000
117,400,000

12.


DEBTORS

2024
2023
£
£

DUE AFTER MORE THAN ONE YEAR

Negotiation costs and lease incentives
82,199
89,031

82,199
89,031


2024
2023
£
£

DUE WITHIN ONE YEAR

Trade debtors
62,998
10,565

Amounts owed by parent undertaking
268,729
997,914

Amounts owed by Canary Wharf Group related parties
26,034,523
25,860,662

Other debtors
56,931
68,941

Deferred taxation
3,497,665
3,383,589

29,920,846
30,321,671




Page 20

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


DEBTORS: DUE WITHIN ONE YEAR (CONTINUED)

Amounts owed by Canary Wharf Group related parties comprise:





2024
2023
£
£
Canary Wharf Contractors Limited

2,969,940

2,969,940

CWG (Wood Wharf Two) Limited

16,685,276

16,730,272

Wood Wharf Finance Company Limited

5,480,376

5,480,376

CW Wood Wharf Jersey Limited

214,428

-

Vertus Residential Management  Limited

4,000

4,000

Vertus WW Properties Limited

2

2

Canary Wharf Contractors (1BS) Limited

676,072

676,072

Wood Wharf Estate Management Limited

4,429

-

26,034,523

25,860,662



Amounts owed from group undertakings and Canary Wharf Group related parties are interest free and repayable on demand. 


13.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Trade creditors
163,925
11,472

Amounts owed to group undertakings
572,997
-

Amounts owed to Canary Wharf Group related parties
25,471,516
25,685,134

Other creditors
28,695
28,695

Accruals and deferred income
80,750
135,358

26,317,883
25,860,659


Page 21

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (CONTINUED)




Amounts owed to Canary Wharf Group related parties comprise:


2024
2023
£
£



Canary Wharf Group plc
14,954
14,954

Canary Wharf Limited
1,004,042
993,242

Heron Quays West (1) Limited Partnership
676,072
676,072

Canary Wharf Management Limited
177
-

CW One Park Drive Limited
1,245
-

Vertus A2 Development Company Limited
17,763,558
17,747,887

Vertus G3 Development Company Limited
8
8

Wood Wharf Estate Management Limited
-
346,106

Wood Wharf Infrastructure Development Company Limited
6,011,460
5,906,865

25,471,516
25,685,134

Amounts owed to group undertakings and Canary Wharf Group related parties are interest free and repayable on demand.


14.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024
2023
£
£

Bank loans (Note 15)
82,019,678
81,933,897

Operating lease liabilities
217,348
217,348

82,237,026
82,151,245



15.


BANK LOANS

The amounts at which bank loans are stated comprise:

2024
2023
£
£
Principal drawndowns

82,000,000

82,000,000

Acquisition fees

(568,902)

(646,393)

Accrued interest

588,580

580,290

82,019,678

81,933,897


On 11 May 2022, the company entered into a loan facility for £82,000,000.  The loan carries interest at base rate plus 1.75% and is repayable on 11 May 2032.

Page 22

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


OPERATING LEASE LIABILITIES


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
23,400
23,400

Between 1-5 years
93,600
93,600

Over 5 years
5,428,800
5,452,200

5,545,800
5,569,200


The amount at which operating lease obligations are stated comprises:

2024
2023
£
£



Brought forward
217,348
217,348

Finance rents paid
(23,400)
(23,400)

Finance charges
23,400
23,400

217,348
217,348

The rent payable is the greater of £23,400 and £250 per residential unit per annum until 28 December 2261, subject to revision if the composition of the Wood Wharf development is altered from its original development plan. The interest rate implicit in the leases is 11.5%.
Page 23

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


DEFERRED TAXATION




2024


£






At beginning of year (as restated)
3,383,569


Credited to profit or loss
114,096



AT END OF YEAR
3,497,665

The deferred tax balance is made up as follows:

2024
As restated 2023
£
£


Tax losses carried forward
3,497,665
3,383,589

3,497,665
3,383,589

COMPRISING:

Asset
3,497,665
3,383,589

3,497,665
3,383,589



18.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



46,607,665 (2023 - 46,607,665) Ordinary shares of £1.00 each
46,607,665
46,607,665



19.


RESERVES

The distributable reserves of the company are as follows:


2024
As restated 2023
£
£



Retained earnings
(12,752,607)
(4,630,415)

Revaluation of investment properties
(8,795,498)
-

Deficit on Distributable reserves
(21,548,105)
(4,630,415)

Page 24

 
VERTUS A2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.OTHER FINANCIAL COMMITMENTS

As at 31 December 2024 and 31 December 2023 the company had given fixed and floating charges over substantially all its assets to secure the commitments of its loans in note 14.


21.


RELATED PARTY TRANSACTIONS

The company has contracted Vertus A2 Development Company Limited to act as a developer for the residential building at 8 Water Street, Wood Wharf, London. During the year, £683,889 (2023 - £253,562 accrual reversals) of additions to the company's investment property were incurred by Vertus A2 Development Company Limited. Vertus A2 Development Company Limited is a wholly owned, indirect subsidiary of Canary Wharf Investment Holdings plc.
During the year, the following additions to the company's investment property were incurred by the below wholly owned, indirect subsidiaries of Canary Wharf Investment Holdings plc:

2024
2023
£
£



CWG (Wood Wharf Two) Limited
-
75,695

Wood Wharf Infrastructure Development Company 1 Limited
63,973
74,977

63,973
150,672

Debtor balances with related parties are disclosed in Note 12 and creditor balances with related parties are disclosed in Notes 13 and 14.
The Canary Wharf Group related parties listed therein are wholly owned, indirect subsidiary undertakings of Canary Wharf Group Investment Holdings plc.


22.


CONTROLLING PARTY

The company's immediate parent undertaking is Vertus A2 Holdings Limited.
As at 31 December 2024, the smallest and largest group of which the company is a member and for which group financial statements are drawn up is the consolidated financial statements of Wood Wharf A2 Limited Partnership. Copies of the financial statements may be obtained from the Company Secretary, One Canada Square, Canary Wharf, London E14 5AB.
The group headed by Wood Wharf A2 Limited Partnership is controlled as to 50% by a wholly owned subsidiary of Canary Wharf Group Investments Holdings Limited, as to 25 % by Brookfield Property Partners LP and as to 25% by Qatar Investment Authority. 
Canary Wharf Group Investments Holdings Limited is in turn ultimately controlled as to 50% by Brookfield Property Partners LP and as to 50% by Qatar Investment Authority.

Page 25