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NEWFOUNDLAND PLACE LIMITED Registered number: 12229350 DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Directors' Responsibilities Statement | 5
Independent Auditors' Report | 6 - 9
Statement of Comprehensive Income | 10
Statement of Financial Position | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 - 21
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
INTRODUCTION
The directors, in preparing this Strategic Report, have complied with section 414C of the Companies Act 2006. This Strategic Report has been prepared for the company and not for the group of which it is a member and therefore focuses only on matters which are significant to the company.
BUSINESS MODEL
The company holds a pass through property interest in a building at Newfoundland, Canary Wharf, London.
BUSINESS REVIEW
As shown in the company's statement of comprehensive income, the company's profit after tax for the year was £425,842 (2023 - £782). The statement of financial position shows the company’s financial position at the year end and indicates net assets were £4,406,088 (2023 - £3,980,246).
PRINCIPAL RISKS AND UNCERTAINTIES
The company faces several principal risks and uncertainties that could significantly impact its business model and financial performance, primarily centred around its property investment in Canary Wharf with key risks including market and sustainability risks. Market risk is a key concern, as the value of our property interests in the Canary Wharf estate fluctuates with the real estate market. Fluctuations can be driven by changes in economic conditions, interest rates, employment levels and inflation, impacting property valuations, rental demand and sales volume. As a company holding a passthrough property interest, there is a risk that the company is unable to recover the carrying value of its Investment Property. Despite this, the Company has maintained a high occupancy rate in recent years. To further navigate these challenges, a proactive approach is adopted to managing our property portfolio. This involves closely monitoring market trends, identifying emerging demand patterns, and adapting our properties to meet evolving tenant needs. Additionally, fostering strong tenant relationships, offering flexible leasing terms, and enhancing the amenities and services within our residential buildings can help differentiate our properties in a competitive market environment. By staying agile and responsive to economic shifts, we aim to mitigate the impact of downturns and position our portfolio for long-term success and resilience. There is growing demand for sustainable buildings that meet high environmental standards. Companies are increasingly prioritizing environmental, social, and governance (ESG) criteria in their real estate decisions, making green buildings a competitive advantage. Compliance with energy efficiency standards can require costly fit-outs and upgrades. The Company is actively engaging with many industry groups including the UK Green Building Council (‘UKGBC’), the Better Building Partnership (‘BBP’) and Concrete Zero to ensure it remains up to date with all regulations. Operational performance of buildings is actively monitored, upgrading where possible to ensure compliance and to attract tenants.
CORPORATE RESPONSIBILITY
We recognise the importance of integrating environmental, social, and governance principles into our operations to create sustainable value for all stakeholders. While our direct operational involvement may be limited, we recognise the importance of ensuring we uphold responsible business practices. We actively monitor their activities to promote environmental sustainability, social well-being, and sound governance. Our oversight includes adhering to ethical standards in financial dealings and to consider the impact of operations on stakeholders and the broader community. Through these efforts, we aim to foster a culture of responsibility and contribute positively to the financial sector and society. Page 1
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
SECTION 172(1) STATEMENT COMPANIES ACT 2006
Section 172(1) of the Companies Act 2006 requires that a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. As a company with no employees, our Section 172 statement reflects our commitment to fulfilling our duties under the Companies Act 2006 while operating in a manner consistent with our role and responsibilities within the group structure. Our primary obligation lies with our shareholder, Newfoundland Propco Limited, and our actions are guided by the objective of maximising shareholder value and ensuring the long-term success of the group. Strategic decisions are made with a focus on sustainable growth and maximizing rental income from the property. This includes regular reviews of our property assets to ensure they meet market demands and maintaining a proactive approach to property management to enhance long-term value.. While we do not have direct employees, we recognise our responsibility to prioritise the concerns and expectations of shareholders, customers, suppliers, and the wider community in its decision-making processes. By maintaining transparent communication channels and fostering collaborative partnerships, we aim to ensure that the needs of its stakeholders are effectively addressed and reflected in the strategic direction of the group. We prioritize tenant satisfaction and work closely with our suppliers to ensure the efficient operation of our properties. Our governance practices prioritise transparency and accountability, ensuring that our activities are aligned with the group's overall mission and values. We remain committed to responsible corporate citizenship and to acting in the best interests of the group as a whole.
KEY PERFORMANCE INDICATORS
During the year the company generated turnover of £25,077,990 (2023 - £24,458,285), of which 100.0% (2023 - 99.8%) related to rental income. At 31 December 2024 the company made a profit after tax of £425,842 (2023 - £782) and had net assets of £4,406,088 (2023 - £3,980,246). This report was approved by the board on 1 October 2025 and signed on its behalf.
R B C Meller Director
Page 2
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE 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.
RESULTS AND DIVIDENDS
The profit for the year, after taxation, amounted to £425,842 (2023 - £782). 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 and up until the date of signing the financial statements were:
I J Benham (resigned 24 January 2025)
S Z Khan (resigned 24 January 2025)
K J Kingston (resigned 24 January 2025)
R J Worthington (resigned 24 January 2025)
Z I Al-Assmakh (appointed 24 January 2025) T Berklayd (appointed 24 January 2025) R B C Meller (appointed 24 January 2025) D Villarreal Flores (appointed 24 January 2025) QUALIFYING 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.
FUTURE DEVELOPMENTS
The company will continue to hold a pass through property interest in a building at Newfoundland, Canary Wharf, London.
FINANCIAL INSTRUMENTS
The financial risk management objectives and policies together with the principal risks and uncertainties with regard to the use of financial instruments are contained within the Strategic Report. The Company only engages in basic financial instruments
ENERGY AND CARBON REPORTING
The Company has taken the group and subsidiary exemption from providing carbon and energy information provided by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Page 3
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
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. This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
POST BALANCE SHEET EVENTS
Post balance sheet events have been disclosed in Note 17 in the Notes to the Financial Statements.
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 1 October 2025 and signed on its behalf.
R B C Meller Director
Page 4
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors are responsible for preparing the Strategic Report, 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 judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 2006. They 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 5
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) OPINION We have audited the financial statements of Newfoundland Place 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 profit 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 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 6
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) OTHER INFORMATION The other information comprises the information included in the directors' report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the directors' 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the strategic report 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 strategic report or 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. RESPONSIBILITIES OF DIRECTORS As explained more fully in the directors' responsibilities statement on page 5, 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. Page 7
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (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). ∙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. ∙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; and °potential management bias in journal entries related to significant accounting estimates and any significant transactions outside of the normal conduct of business operations; ∙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’s assessment whether the engagement team collectively has 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. Page 8
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) 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. 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 1 October 2025 Page 9
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | As restated 2023
Note | £ | £
Turnover | 5 | 25,077,990 | 24,458,285
Cost of sales |  | (23,808,846) | (24,050,319)
GROSS PROFIT |  | 1,269,144 | 407,966
Administrative expenses |  | (1,222,906) | (470,756)
Other operating income |  | 35,006 | 30,646
Movement in fair value of investment properties | 12 | - | (242,000)
OPERATING PROFIT/(LOSS) |  | 81,244 | (274,144)
Interest receivable and similar income | 9 | 344,598 | 274,928
Interest payable and similar charges | 10 | - | (2)
PROFIT BEFORE TAX |  | 425,842 | 782
Tax on profit | 11 | - | -
PROFIT FOR THE FINANCIAL YEAR |  | 425,842 | 782
Other comprehensive income for the year |  | - | -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |  | 425,842 | 782
The notes on pages 13 to 21 form part of these financial statements.
Page 10
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) REGISTERED NUMBER: 12229350 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
| 2024 | As restated 2023
Note | £ | £
FIXED ASSETS |  |  |
Investment property | 12 | 3,400,000 | 3,400,000
|  | 3,400,000 | 3,400,000
CURRENT ASSETS |  |  |
Debtors: amounts falling due within one year | 13 | 15,104,550 | 7,537,377
Cash at bank and in hand |  | 8,744,406 | 7,924,709
|  | 23,848,956 | 15,462,086
Creditors: amounts falling due within one year | 14 | (22,842,868) | (14,881,840)
NET CURRENT ASSETS |  | 1,006,088 | 580,246
TOTAL ASSETS LESS CURRENT LIABILITIES |  | 4,406,088 | 3,980,246
NET ASSETS |  | 4,406,088 | 3,980,246
CAPITAL AND RESERVES |  |  |
Called up share capital | 15 | 1 | 1
Retained earnings |  | 4,406,087 | 3,980,245
|  | 4,406,088 | 3,980,246
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 October 2025.
R B C Meller
Director
The notes on pages 13 to 21 form part of these financial statements. Page 11
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE 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 | 1 | 3,980,245 | 3,980,246
COMPREHENSIVE INCOME FOR THE YEAR |  |  |
Profit for the year | - | 425,842 | 425,842
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | - | 425,842 | 425,842
AT 31 DECEMBER 2024 | 1 | 4,406,087 | 4,406,088
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Retained earnings | Total equity
| £ | £ | £
At 1 January 2023 | 1 | 3,979,463 | 3,979,464
COMPREHENSIVE INCOME FOR THE YEAR |  |  |
Profit for the year (as restated) | - | 782 | 782
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | - | 782 | 782
AT 31 DECEMBER 2023 | 1 | 3,980,245 | 3,980,246
| The notes on pages 13 to 21 form part of these financial statements.
Page 12
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | GENERAL INFORMATION
Newfoundland Place Limited is a private company limited by shares incorporated in the UK under the Companies Act 2006 and registered in England and Wales at 8 Sackville Street, London, Greater London, W1S 3DG. 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 preparation of the Company's financial statements, the directors have considered a period of at least 12 months from the date of approval of these financial statements. At the year end the Company was in a net current asset position. Following the post balance sheet acquisition disclosed in Note 17, all outstanding balances with previous group undertakings and associated entities, excluding the immediate parent company, were settled, strengthening the Company’s net current asset position. 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, being a period of at least 12 months from the date of approval of these 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. Page 13
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.ACCOUNTING POLICIES (CONTINUED)
| 2.4 | 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 Trade and other receivables 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.
| 2.5 | Taxation
The tax expense for the year comprises current tax. Tax is recognised in profit or loss unless it relates to a transaction recognised as other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity respectively. Current tax is recognised for the amount of income tax the Company expect to pay on taxable profit for the current or past reporting periods. This is determined based on the tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates.
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 significant management judgements, apart from those involving estimation uncertainty, 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 estimated costs to completion and market value in isolation as well as uplifted marriage market value. The valuers also make reference to market evidence of transaction prices for similar properties. For the year ended 31 December 2024, there were no other critical accounting judgements or estimates identified that would have a significant impact on the amounts recognised in the financial statements, or create a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Page 14
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | PRIOR YEAR ADJUSTMENT
| During the current financial year, the company undertook a review of utility transactions with an external agent, and determined that, under the Principal versus Agent framework, it is acting as a principal rather than an agent in the relationship. In prior periods, a portion of income and costs associated with these transactions were recognised in the financial statements incorrectly. As a result, a prior year adjustment has been made to retrospectively recognise the impact were these transactions to have been historically recognised in the financial statements. The comparative figures have been restated accordingly, as detailed below:
|  | As at 31 December 2023 | Adjustment | As at 31 December 2023 (restated)
|  | £ | £ | £
| Statement of Financial Position |  |  |
| Other Debtors | 632 | 584,046 | 584,678
| Other Creditors | (569,610) | (136,831) | (706,441)
| Accruals and deferred income | (9,505,059) | (362,686) | (9,867,745)
| Impact on Net Assets | (10,074,037) | 84,529 | (9,989,508)
|  | As at 31 December 2023 | Adjustment | As at 31 December 2023 (restated)
|  | £ | £ | £
| Statement of Comprehensive Income |  |  |
| Turnover | 23,805,329 | 652,956 | 24,458,285
| Cost of Sales | (23,189,243) | (861,076) | (24,050,319)
| Administrative Expenses | (440,159) | (30,597) | (470,756)
| Other Income | - | 30,646 | 30,646
|  | 175,927 | (208,071) | (32,144)
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NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | PRIOR YEAR ADJUSTMENT (CONTINUED)
|  | As at 31 December 2023 | Brought forward 2023 adjustment | Carried forward 2023 adjustment | As at 31 December 2023 (restated)
|  | £ | £ | £ | £
| Statement of Changes in Equity |  |  |  |
| Retained Earnings | 3,895,716 | 292,600 | (208,071) | 3,980,245
|  | 3,895,716 | 292,600 | (208,071) | 3,980,245
5. | TURNOVER
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Rental income | 25,077,645 | 24,399,470
| Service charge income | 345 | 58,815
|  | 25,077,990 | 24,458,285
| All turnover arose within the United Kingdom.
6. | OTHER OPERATING INCOME
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Other operating income | 35,006 | 30,646
|  | 35,006 | 30,646
7. | AUDITORS' REMUNERATION
| Auditor's remuneration of £8,250 (2023 - £7,500) for the audit of the Company for the year has been borne by another group undertaking.
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NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | EMPLOYEES
| The Company had no employees during the year (2023 - Nil). No remuneration was paid by the Company to the Directors for their services to the Company and no costs were allocated or recharged to the Company (2023 - £Nil).
9. | INTEREST RECEIVABLE AND SIMILAR INCOME
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest receivable | 344,598 | 274,928
|  | 344,598 | 274,928
10. | INTEREST PAYABLE AND SIMILAR CHARGES
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest payable | - | 2
|  | - | 2
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NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | TAXATION
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| TOTAL CURRENT TAX | - | -
| 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 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 425,842 | 782
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | 106,461 | 184
| EFFECTS OF: |  |
| Fair value movement not subject to tax | - | 56,870
| Property rental business | (20,311) | 7,556
| Group relief | (86,150) | (64,610)
| TOTAL TAX CHARGE FOR THE YEAR | - | -
| 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 – 23.5%).
| FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
The company was a member of a REIT headed by Stork Holdings Limited as at 31 December 2024. As a consequence all qualifying property rental business was exempt from corporation tax. Only income and expenses relating to non-qualifying activities will continue to be taxable. Subsequent to the post year end sale of the Company (see Note 17), the Company is no longer part of a REIT and therefore income and expenditure from all activities will be taxable. Page 18
NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | INVESTMENT PROPERTY
|  | Long term leasehold investment property
|  | £
| VALUATION |
| At 1 January 2024 | 3,400,000
| AT 31 DECEMBER 2024 | 3,400,000
In 2021, the company was granted a pass through property interest from Newfoundland Propco Limited (formerly Vertus NFL Limited) at a £Nil consideration expiring on, and including, 31 December 2050. Passthrough rent of 99% of the rents receivable from tenants, net of applicable expenditure, is payable on the lease. At 31 December 2024, the property was valued externally by CB Richard Ellis Limited, qualified valuers with recent experience in residential 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 at £Nil.
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NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Trade debtors | 991,883 | 1,559,451
| Amounts owed by parent company | 13,168,022 | 4,543,920
| Amounts owed by group undertakings | 113,803 | 591,503
| Amounts owed by associated entities | - | 156,365
| Other debtors | 574,001 | 584,678
| Prepayments and accrued income | 256,841 | 101,460
|  | 15,104,550 | 7,537,377
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2024 | As restated 2023
|  |  |  |  | £ | £
| Trade creditors | 28,150 | 188,916
| Amounts owed to group undertakings | 13,152,411 | 4,004,458
| Amounts owed to associated entities | 20,382 | 114,280
| Other creditors | 796,117 | 706,441
| Accruals and deferred income | 8,845,808 | 9,867,745
|  | 22,842,868 | 14,881,840
| Amounts owed to associated entities comprise:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Vertus 8 Water Street StaffCo Limited | 3,918 | 20,048
| Vertus 10 George Street StaffCo Limited | 16,464 | 94,232
|  | 20,382 | 114,280
| Amounts owed to group undertakings and associated entities are interest free and repayable on demand.
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NEWFOUNDLAND PLACE LIMITED (FORMERLY VERTUS NEWFOUNDLAND PLACE LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | SHARE CAPITAL
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 1 (2023 - 1) Ordinary share of £1.00 | 1 | 1
16.OTHER FINANCIAL COMMITMENTS At 31 December 2024 and 31 December 2023 the company had fixed and floating charges over substantially all its assets to secure the commitments of certain other group undertakings.
17. | POST BALANCE SHEET EVENTS
On 24 January 2025, the Company was sold in an arm's length transaction to a vehicle owned by an affiliate. Following the change in ownership, the Company underwent a legal name change. The Company changed its registered name from Vertus Newfoundland Place Limited to Newfoundland Place Limited. As part of the acquisition, all amounts owed to and from previous group undertakings and associated entities, excluding the immediate parent company, were settled. At year end, £13,152,411 was owed to group undertakings, £20,382 to associated entities, and £113,803 was owed by group undertakings. All were settled post year end. No amounts were owed by associated entities.
18. | CONTROLLING PARTY
The company's immediate parent undertaking is Newfoundland Propco Limited (formerly Vertus NFL Limited). As at 31 December 2024, the smallest group of which the company was a member and for which group financial statements are drawn up were the consolidated financial statements of Canary Wharf Group Investment Holdings plc. Copies of the financial statements may be obtained from the Company Secretary, One Canada Square, Canary Wharf, London E14 5AB. The largest group of which the company was a member for which group financial statements are drawn up as at 31 December 2024 are the consolidated financial statements of Stork HoldCo LP, an entity registered in Bermuda and the ultimate parent undertaking and controlling party. Stork HoldCo LP is registered at 73 Front Street, 5th Floor, Hamilton HM12, Bermuda. The Company is controlled as to 50% by Brookfield Property Partners LP and as to 50% by Qatar Investment Authority. The directors have taken advantage of the exemption in paragraph 33.1A of FRS 102 allowing the company not to disclose related party transactions with respect to other wholly-owned group companies.
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