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VERTUS E1/2 LIMITED Registered number: 09463332 DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
VERTUS E1/2 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 E1/2 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 company holds a long lease over the property at 10 George Street, Wood Wharf, London. Income consists of rental income from retail tenants and a 99% passthrough from its subsidiary, Vertus 10 George Street Limited.
RESULTS AND DIVIDENDS
The profit for the year, after taxation, amounted to £3,523,628 (2024 - loss £12,870,283). The net assets as at 31 December 2025 were £75,488,930 (2024 - £71,965,302). No dividends have been paid or proposed for the year and to the 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.
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 E1/2 LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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 2
VERTUS E1/2 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 3
VERTUS E1/2 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 LIMITED REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS OPINION We have audited the financial statements of Vertus E1/2 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 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 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 E1/2 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 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 3, 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 Page 5
VERTUS E1/2 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 LIMITED 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 that 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 involved: °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. ∙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 °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. Page 6
VERTUS E1/2 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTUS E1/2 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 Bsc(Hons) ACA Senior statutory auditor For and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London, United Kingdom 12 June 2026 Page 7
VERTUS E1/2 LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 9,032,123 | 7,179,574
Cost of sales |  | (845,415) | (71,343)
GROSS PROFIT |  | 8,186,708 | 7,108,231
Administrative expenses |  | (135,619) | (42,176)
Movement in fair value of investment property | 11 | 20,960 | (17,449,206)
OPERATING PROFIT/(LOSS) |  | 8,072,049 | (10,383,151)
Interest receivable and similar income | 7 | 242,088 | 28,674
Interest payable and similar charges | 8 | (4,374,238) | (4,418,322)
PROFIT/(LOSS) BEFORE TAX |  | 3,939,899 | (14,772,799)
Tax on profit/(loss) | 9 | (416,271) | 1,902,516
PROFIT/(LOSS) FOR THE FINANCIAL YEAR |  | 3,523,628 | (12,870,283)
Other comprehensive income for the year |  | - | -
TOTAL COMPREHENSIVE INCOME/(EXPENSE) FOR THE YEAR |  | 3,523,628 | (12,870,283)
The notes on pages 11 to 25 form part of these financial statements.
Page 8
VERTUS E1/2 LIMITED REGISTERED NUMBER: 09463332 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
FIXED ASSETS |  |  |
Investments | 10 | 1 | 1
Investment property | 11 | 204,619,422 | 204,479,982
|  | 204,619,423 | 204,479,983
CURRENT ASSETS |  |  |
Debtors due after more than one year | 12 | 738,432 | 877,869
Debtors due within one year | 12 | 71,093,600 | 71,832,109
Cash at bank |  | 8,712,333 | 6,338,463
|  | 80,544,365 | 79,048,441
Creditors: amounts falling due within one year | 13 | (71,446,685) | (70,891,780)
NET CURRENT ASSETS |  | 9,097,680 | 8,156,661
TOTAL ASSETS LESS CURRENT LIABILITIES |  | 213,717,103 | 212,636,644
Creditors: amounts falling due after more than one year | 14 | (137,223,199) | (139,538,482)
PROVISIONS FOR LIABILITIES |  |  |
Deferred tax | 17 | (1,004,974) | (1,132,860)
NET ASSETS |  | 75,488,930 | 71,965,302
CAPITAL AND RESERVES |  |  |
Called up share capital | 18 | 89,354,969 | 89,354,969
Retained earnings |  | (13,866,039) | (17,389,667)
|  | 75,488,930 | 71,965,302
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 11 to 25 form part of these financial statements. Page 9
VERTUS E1/2 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 | 89,354,969 | (17,389,667) | 71,965,302
COMPREHENSIVE INCOME FOR THE YEAR |  |  |
Profit for the year | - | 3,523,628 | 3,523,628
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | - | 3,523,628 | 3,523,628
AT 31 DECEMBER 2025 | 89,354,969 | (13,866,039) | 75,488,930
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 restated) | 89,354,969 | (4,519,384) | 84,835,585
COMPREHENSIVE EXPENSE FOR THE YEAR |  |  |
Loss for the year | - | (12,870,283) | (12,870,283)
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR | - | (12,870,283) | (12,870,283)
AT 31 DECEMBER 2024 | 89,354,969 | (17,389,667) | 71,965,302
| The notes on pages 11 to 25 form part of these financial statements.
Page 10
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | GENERAL INFORMATION
Vertus E1/2 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. At the year end, the company was in a net asset and 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. 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 10 George Street Limited. Passthrough income is recognised in the period in which income and costs are incurred. Page 11
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.5 | Operating Leases
Leases are classified as operating leases where the risks and rewards of ownership remain with the lessor. Payments made under operating leases are recognised in the income statement on a straightline basis over the lease term. Amendments to FRS 102 Leases will be effective for accounting periods beginning on or after 1 January 2026. These amendments introduce a single lessee accounting model, requiring lessees to recognise a right-of-use asset and a corresponding lease liability for most leases. The company is currently assessing the impact of these amendments. It is expected that, on adoption, lease assets and liabilities will be recognised on the balance sheet in respect of operating leases that are currently off balance sheet.
| 2.6 | 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. Page 12
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.7 | 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 any separately identified lease incentive assets. The gain or loss on remeasurement is recognised in the income statement.
| 2.8 | Investments
Investments in subsidiaries are stated at cost less any provision for impairment.
| 2.9 | 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. Page 13
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
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.
4. | TURNOVER
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Rental income | 559,532 | 472,542
| Passthrough Income | 8,472,591 | 6,707,032
|  | 9,032,123 | 7,179,574
| All turnover arose within the United Kingdom.
5. | AUDITORS' REMUNERATION
| During the year, the company obtained the following services from the company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditors and their associates for the audit of the company's financial statements | 15,450 | 15,000
6. | EMPLOYEES
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
Page 14
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | INTEREST RECEIVABLE AND SIMILAR INCOME
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 242,088 | 28,674
|  | 242,088 | 28,674
8. | INTEREST PAYABLE AND SIMILAR EXPENSES
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 412 | 379
| Bank loan interest payable | 4,335,426 | 4,379,543
| Finance charge on operating lease liabilities (Note 16) | 38,400 | 38,400
|  | 4,374,238 | 4,418,322
9. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| TOTAL CURRENT TAX | - | -
| DEFERRED TAX |  |
| Origination and reversal of timing differences | 416,271 | (1,902,516)
| TOTAL DEFERRED TAX | 416,271 | (1,902,516)
| TAX ON PROFIT/(LOSS) | 416,271 | (1,902,516)
Page 15
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 9.TAXATION (CONTINUED)
| FACTORS AFFECTING TAX CREDIT 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
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 3,939,899 | (14,772,799)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 984,975 | (3,693,200)
| EFFECTS OF: |  |
| Tax adjustment in respect of prior period capital allowances | (637,904) | (714,767)
| Non-deductible expenses | - | 1,253
| Amortisation of negotiation costs | 6,380 | -
| Deferred tax | 416,271 | -
| Unrelieved tax losses carried forward | (828,232) | -
| Corporate interest restriction disallowance | 480,021 | -
| Deferred tax adjustment in respect of fair value of investment properties | (5,240) | 2,475,923
| Group relief | - | 28,275
| TOTAL TAX CHARGE/(CREDIT) FOR THE YEAR | 416,271 | (1,902,516)
Page 16
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | INVESTMENTS
|  | Investments in subsidiary companies
|  | £
| COST OR VALUATION |
| At 1 January 2025 | 1
| At 31 December 2025 | 1
| SUBSIDIARY UNDERTAKING
| The following was a subsidiary undertaking of the company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Vertus 10 George Street Limited | England and Wales | Property investment | Ordinary £1 share | 100%
| 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 2025 was not less than the amount shown in the company's statement of financial position.
Page 17
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | INVESTMENT PROPERTY
|  | Long term leasehold investment property
|  | £
| VALUATION |
| At 1 January 2025 | 204,479,982
| Additions at cost | 118,480
| Revaluation | 20,960
| AT 31 DECEMBER 2025 | 204,619,422
The company owns a long lease hold interest in a residential property at 10 George Street, which reached practical completion on 20 December 2019. The first residents took up occupation in February 2020. At 31 December 2025, the property was valued externally by CB Richard Ellis Limited, qualified valuers with 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:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Historic cost | 216,689,922 | 216,571,444
|  | 216,689,922 | 216,571,444
Page 18
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | INVESTMENT PROPERTY (CONTINUED)
| The fair value has been allocated to the following balance sheet items:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Leasehold property | 204,619,422 | 204,479,982
| Operating lease liabilities | (357,853) | (357,853)
| Lease incentives | 708,166 | 823,076
| Negotiation costs | 30,265 | 54,795
|  | 205,000,000 | 205,000,000
12. | DEBTORS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| DUE AFTER MORE THAN ONE YEAR |  |
| Negotiation costs and lease incentives | 738,432 | 877,869
|  | 738,432 | 877,869
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| DUE WITHIN ONE YEAR |  |
| Trade debtors | 420,264 | 385,422
| Amounts owed by group undertakings | 19,721 | 19,721
| Amounts owed by Canary Wharf Group related parties | 66,151,849 | 66,214,845
| Other debtors | - | 230,201
| Prepayments and accrued income | 82,951 | 18,948
| Deferred taxation | 4,418,815 | 4,962,972
|  | 71,093,600 | 71,832,109
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VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | DEBTORS (CONTINUED)
| Amounts owed by Canary Wharf Group related parties comprise:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Canary Wharf Contractors Limited | 5,859,399 | 5,859,399
| CWG (Wood Wharf Two) Limited | 60,232,304 | 60,315,044
| Vertus WW Properties Limited | 2 | 2
| Wood Wharf Estate Management Limited | 41,892 | 40,400
| Vertus Residential Management Limited | 21,052 | -
|  | 66,154,649 | 66,214,845
| Amounts owed by group undertakings and Canary Wharf Group related parties are interest-free and repayable on demand.
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accrued interest (Note 15) | 802,103 | 808,164
| Bank Loans (note 15) | 1,400,000 | -
| Trade creditors | 26,794 | 274,457
| Amounts owed to group undertakings | 4,585,302 | 5,468,787
| Amounts owed to Canary Wharf Group related parties | 64,216,800 | 64,074,208
| Other taxation and social security | 25,886 | -
| Other creditors | 217,782 | 77,505
| Accruals and deferred income | 172,018 | 188,659
|  | 71,446,685 | 70,891,780
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VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (CONTINUED)
| Amounts owed to Canary Wharf Group related parties comprise:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Canary Wharf Group plc | 191,670 | 191,670
| Canary Wharf Limited | 2,731,841 | 2,690,301
| Vertus E1/2 Development Company Limited | 10,686,911 | 10,633,607
| Wood Wharf Infrastructure Development Company 1 Limited | 12,521,972 | 12,473,674
| Wood Wharf Finance Company Limited | 38,084,406 | 38,084,406
| Canary Wharf Management Limited | - | 550
|  | 64,216,800 | 64,074,208
| 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
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans (Note 15) | 136,865,346 | 139,180,629
| Operating lease liabilities | 357,853 | 357,853
|  | 137,223,199 | 139,538,482
Page 21
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | BANK LOANS
| The amount at which bank loans are stated comprise:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Principal drawdowns | 140,000,000 | 140,000,000
| Acquisition fees | (684,654) | (819,371)
| Accrued interest | 802,103 | 808,164
| Loan repayments | (1,050,000) | -
|  | 139,067,449 | 139,988,793
| On 14 April 2021, the company entered into a loan facility for £140,000,000. The loan carries interest at base rate plus 2.25% and is repayable on 14 April 2031. During the year, the loan facility began to be repaid. Payments began in April 2025 and are payable quarterly until termination. As at the balance sheet date, there are amounts falling due within one year in relation to loan repayments due. The company's future commitments under the loan facility agreement are:
|  | 2025 | 2024
|  | £ | £
| Within one year | 5,566,578 | 5,256,063
| Between 1-2 years | 5,524,438 | 5,566,578
| Between 2-5 years | 16,331,673 | 16,458,093
| Over 5 years | 133,927,809 | 139,325,827
|  | 161,350,498 | 166,606,561
16. | OPERATING LEASE LIABILITIES
| The minimum lease payments under the operating lease liabilities fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 38,400 | 38,400
| Between 1-5 years | 153,600 | 153,600
| Over 5 years | 8,870,400 | 8,908,800
|  | 9,062,400 | 9,100,800
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VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | OPERATING LEASE LIABILITIES (CONTINUED)
| The amount at which operating lease liabilities are stated comprises:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Brought forward | 357,853 | 357,853
| Finance rents paid | (38,400) | (38,400)
| Finance charges | 38,400 | 38,400
|  | 357,853 | 357,853
| The rent payable is the greater of £38,400 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%.
17. | DEFERRED TAXATION
|  | 2025
|  | £
| At beginning of year | 3,830,112
| Credited to profit or loss | (416,271)
| AT END OF YEAR | 3,413,841
| The deferred tax balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tax losses | 4,418,815 | 4,962,972
| Revaluation of investment properties | (1,004,974) | (1,132,860)
|  | 3,413,841 | 3,830,112
| COMPRISING: |  |
| Asset | 4,418,815 | 4,962,972
| Liability | (1,004,974) | (1,132,860)
|  | 3,413,841 | 3,830,112
18. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 89,354,969 (2024 - 89,354,969) Ordinary shares of £1.00 each | 89,354,969 | 89,354,969
Page 23
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | RESERVES
| The distributable reserves of the company are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Retained earnings | (13,866,039) | (17,389,667)
| Revaluation of investment properties | 20,960 | (17,449,206)
| Deficit on Distributable reserves | (13,845,079) | (34,838,873)
20.OTHER FINANCIAL COMMITMENTS As at 31 December 2025 and 31 December 2024 the company had given fixed and floating charges over substantially all its assets to secure the commitments of its loans in note 15.
21. | RELATED PARTY TRANSACTIONS
| The company has contracted Vertus E1/2 Development Company Limited to act as a developer for the residential building at 10 George Street, Wood Wharf, London. During the year, £45,880 (2024 - £1,190,654) of additions to the company's investment property were incurred by Vertus E1/2 Development Company Limited. Vertus E1/2 Development Company Limited is a wholly owned, indirect subsidiary of Canary Wharf Group 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:
|  | 2025 | 2024
|  | £ | £
| Wood Wharf Infrastructure Development Company 1 Limited | 22,049 | 176,158
|  | 22,049 | 176,158
| Debtor balances with related parties are disclosed in Note 12 and creditor balances with related parties are disclosed in Notes 13. The Canary Wharf Group related parties listed therein are wholly owned, indirect subsidiary undertakings of Canary Wharf Group Investment Holdings plc.
Page 24
VERTUS E1/2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | CONTROLLING PARTY
The company's immediate parent undertaking is Vertus E1/2 Holdings Limited. 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, 30th Floor 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 25