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VERTUS E1/2 HOLDINGS LIMITED Registered number: 10672420 DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
VERTUS E1/2 HOLDINGS LIMITED CONTENTS
| Page
Directors' Report | 1
Directors' Responsibilities Statement | 2
Independent Auditors' Report | 3 - 6
Statement of Comprehensive Income | 7
Statement of Financial Position | 8
Statement of Changes in Equity | 9
Notes to the Financial Statements | 10 - 14
VERTUS E1/2 HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025. 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 principal activity is that of an investment holding company.
RESULTS AND DIVIDENDS
The loss for the year, after taxation, amounted to £6,535,926 (2024 - loss £3,667,654). The net assets as at 31 December 2025 were £78,408,122 (2024 - £84,944,048). No dividends have been paid or proposed for the year and to date of this report. (2024 - £Nil).
DIRECTORS
The directors who served during the year and up to the date of this report were:
S Z Khan
K J Kingston (resigned 31 December 2025)
A H Mullens
J J Turner (appointed 31 December 2025)
R J Worthington
QUALIFYING THIRD-PARTY INDEMNITY PROVISIONS The Company has in place a qualifying third-party indemnity provision for 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 2025 and at the time of the approval of this Directors' Report. Neither the indemnity nor the insurance provides cover in the event that the director is proven to have acted dishonestly or fraudulently.
AUDITORS
The auditors, 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 June 2026 and signed on its behalf.
R J Worthington Director
Page 1
VERTUS E1/2 HOLDINGS LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 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 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 2
VERTUS E1/2 HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 HOLDINGS LIMITED REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS OPINION We have audited the financial statements of Vertus E1/2 Holdings Limited (the 'company') for the year ended 31 December 2025, 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 2025 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 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 3
VERTUS E1/2 HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 HOLDINGS 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 has 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, as set out on page 2, 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 4
VERTUS E1/2 HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 HOLDINGS 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 were United Kingdom Accounting Standards, including Financial Reporting Standard 102, tax legislation and the Companies Act 2006; ∙We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial and sector experience and discussions with management. We corroborated our enquiries through review of Board minutes and discussion with those outside of finance. ∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. ∙Our audit procedures performed by the engagement team included: °identifying and assessing the design and implementation of controls management has in place to prevent and detect fraud; °challenging assumptions and judgements made by management in its significant accounting estimates; °identifying and testing journal entries that are deemed unusual based on our risk assessment; and °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. Page 5
VERTUS E1/2 HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 HOLDINGS LIMITED ∙The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's: °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 °understanding of the legal and regulatory requirements specific to the entity ∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 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 ACA Bsc(Hons) For and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London, United Kingdom 12 June 2026 Page 6
VERTUS E1/2 HOLDINGS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Impairment of investments | 7 | (6,535,926) | (3,667,654)
LOSS BEFORE TAX |  | (6,535,926) | (3,667,654)
Tax on loss | 6 | - | -
LOSS FOR THE FINANCIAL YEAR |  | (6,535,926) | (3,667,654)
Other comprehensive income for the year |  | - | -
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR |  | (6,535,926) | (3,667,654)
The notes on pages 10 to 14 form part of these financial statements.
Page 7
VERTUS E1/2 HOLDINGS LIMITED REGISTERED NUMBER: 10672420 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
FIXED ASSETS |  |  |
Investments | 7 | 78,408,122 | 84,944,048
|  | 78,408,122 | 84,944,048
TOTAL ASSETS LESS CURRENT LIABILITIES |  | 78,408,122 | 84,944,048
NET ASSETS |  | 78,408,122 | 84,944,048
CAPITAL AND RESERVES |  |  |
Called up share capital | 8 | 88,611,702 | 88,611,702
Retained earnings |  | (10,203,580) | (3,667,654)
|  | 78,408,122 | 84,944,048
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 June 2026.
R J Worthington
Director
The notes on pages 10 to 14 form part of these financial statements. Page 8
VERTUS E1/2 HOLDINGS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Retained earnings | Total equity
| £ | £ | £
At 1 January 2025 | 88,611,702 | (3,667,654) | 84,944,048
COMPREHENSIVE EXPENSE FOR THE YEAR |  |  |
Loss for the year | - | (6,535,926) | (6,535,926)
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR | - | (6,535,926) | (6,535,926)
AT 31 DECEMBER 2025 | 88,611,702 | (10,203,580) | 78,408,122
| The notes on pages 10 to 14 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Retained earnings | Total equity
| £ | £ | £
At 1 January 2024 | 88,611,702 | - | 88,611,702
COMPREHENSIVE EXPENSE FOR THE YEAR |  |  |
Loss for the year | - | (3,667,654) | (3,667,654)
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR | - | (3,667,654) | (3,667,654)
AT 31 DECEMBER 2024 | 88,611,702 | (3,667,654) | 84,944,048
| The notes on pages 10 to 14 form part of these financial statements.
Page 9
VERTUS E1/2 HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | GENERAL INFORMATION
Vertus E1/2 Holdings 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 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 period 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 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. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 2.3 | Cash flow statement
The company does not hold cash and had no cash flows during the year and has accordingly not produced a Cash Flow Statement.
| 2.4 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 10
VERTUS E1/2 HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | JUDGEMENTS IN APPLYING ACCOUNTING POLICIES 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. Impairment of Investments Investments in subsidiaries are stated at cost less any provision for impairment. In assessing provisions for impairment, the directors have valued each subsidiary at its net asset value, as adjusted for material differences between the fair value and carrying value of its assets and liabilities.
4. | AUDITORS' REMUNERATION
| Auditor's remuneration of £3,090 (2024 - £4,500) for the audit of the company has been borne by another group undertaking.
5. | EMPLOYEES
| The Company had no employees during the year (2024: 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 (2024 - £Nil).
6. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| TOTAL CURRENT TAX | - | -
| DEFERRED TAX |  |
| TOTAL DEFERRED TAX | - | -
| TAX ON LOSS | - | -
Page 11
VERTUS E1/2 HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 6.TAXATION (CONTINUED)
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is the same as the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (6,535,926) | (3,667,654)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (1,633,982) | (916,914)
| EFFECTS OF: |  |
| Provision against investment movement | 1,633,982 | 916,914
| TOTAL TAX CHARGE FOR THE YEAR | - | -
7. | INVESTMENTS
|  | Investments in subsidiary companies
|  | £
| COST |
| At 1 January 2025 | 88,611,702
| At 31 December 2025 | 88,611,702
| IMPAIRMENT |
| At 1 January 2025 | 3,667,654
| Charge for the period | 6,535,926
| At 31 December 2025 | 10,203,580
| NET BOOK VALUE |
| At 31 December 2025 | 78,408,122
Page 12
VERTUS E1/2 HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| SUBSIDIARY UNDERTAKINGS
| The following were subsidiary undertakings of the company:
| Name | Registered office | Class of shares | Holding
| Held directly | . |  |
| Vertus E1/2 Limited | England and Wales | Ordinary | 100
| Held indirectly | . |  |
| Vertus 10 George Street Limited | England and Wales | Ordinary | 100
| Subsidiaries incorporated in England and Wales are 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 10). The directors are of the opinion that the value of the company's investments at 31 December 2025 was not less than the amount shown in the company's balance sheet.
| SUBSIDIARY UNDERTAKING
| The following was a subsidiary undertaking of the company:
| Name | Class of shares | Holding
| Enter subsidiary 1 | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking was as follows:
| Name
| Enter subsidiary 1
8. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 88,611,702 (2024 - 88,611,702) Ordinary shares of £1.00 each | 88,611,702 | 88,611,702
9.OTHER FINANCIAL COMMITMENTS As at 31 December 2025 and 31 December 2024, the company had given fixed and floating charges over substantially all of its assets to secure the commitments of certain other group undertakings. Page 13
VERTUS E1/2 HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | CONTROLLING PARTY
The company's immediate parent undertaking is Wood Wharf E1/2 GP Limited, acting as general partner for the Wood Wharf E1/2 Limited Partnership. As at 31 December 2025, 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 E1/2 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 E1/2 Limited Partnership is controlled as to 50% by a wholly owned subsidiary of Canary Wharf Group Investment Holdings Plc, as to 25% by Brookfield Property Partners LP and as to 25% by Qatar Investment Authority. Canary Wharf Group Investment Holdings Plc is in turn ultimately controlled as to 50% by Brookfield Property Partners LP and as to 50% by Qatar Investment Authority.
Page 14