Registered number: 05701528
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
JOLLYGATE LIMITED
CONTENTS
JOLLYGATE 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.
The loss for the year, after taxation, amounted to £11,115,960 (2024 - profit £275,567).
Dividends have been declared and paid of £3,133,340 for the year and to the date of this report (2024 - £Nil).
The directors who served during the year and up to the date of this report were:
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 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.
For details in respect of going concern refer to Note 2.
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JOLLYGATE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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 17 July 2026 and signed on its behalf.
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JOLLYGATE 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.
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JOLLYGATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOLLYGATE LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
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.
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JOLLYGATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOLLYGATE 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.
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JOLLYGATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOLLYGATE LIMITED
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 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.
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JOLLYGATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOLLYGATE 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
°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.
Senior statutory auditor
Statutory Auditor, Chartered Accountants
London, United Kingdom
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JOLLYGATE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOLLYGATE LIMITED
REGISTERED NUMBER: 05701528
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 July 2026 .
The notes on pages 11 to 18 form part of these financial statements.
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JOLLYGATE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Jollygate 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 principal activity of the company in the year was the letting of properties to the London Borough of Tower Hamlets at £Nil rent, in order to satisfy a S106 obligation of Newfoundland Propco Limited (formerly Vertus NFL Limited), a group company at year end. Compensation is received from Newfoundland Propco Limited (formerly Vertus NFL Limited) in relation to this agreement.
The principal activity of the company in the year was the letting of properties to the London Borough of Tower Hamlets at £Nil rent, in order to satisfy a S106 obligation of Newfoundland Propco Limited (formerly Vertus NFL Limited), a group company at year end. Compensation is received from Newfoundland Propco Limited (formerly Vertus NFL Limited) in relation to this agreement.
2.ACCOUNTING POLICIES
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 it operates.
The principal accounting policies have been applied consistently throughout the year and the preceding year and are summarised below:
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 it operates.
The principal accounting policies have been applied consistently throughout the year and the preceding year and are summarised below:
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.
Stork Holdco LP, have confirmed that they have the intent and ability to provide such financial support to the Company, to meet their liabilities if required for a period of at least 12 months from the signing date of these financial statements.
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. In addition, the company’s ultimate shareholders Brookfield Property Partners LP and Qatar Investment Authority have confirmed that they have the intent and ability to provide such financial support to the Stork Holdco LP Group and its wholly owned subsidiaries to meet their liabilities if required for a period of at least 12 months from the date of approving these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
statements.
Stork Holdco LP, have confirmed that they have the intent and ability to provide such financial support to the Company, to meet their liabilities if required for a period of at least 12 months from the signing date of these financial statements.
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. In addition, the company’s ultimate shareholders Brookfield Property Partners LP and Qatar Investment Authority have confirmed that they have the intent and ability to provide such financial support to the Stork Holdco LP Group and its wholly owned subsidiaries to meet their liabilities if required for a period of at least 12 months from the date of approving these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
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.
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The Company’s properties are let to the London Borough of Tower Hamlets at £Nil rent under assured shorthold tenancies, in order to satisfy a Section 106 obligation of Newfoundland Propco Limited (formerly Vertus NFL Limited). As such, no rental income is recognised from these leases.
Revenue is derived from service charge income received from London Borough of Tower Hamlets in respect of services provided to property occupants. Service charge income is recognised in revenue in the period to which the related costs relate to.
Lease incentives, contingent rents and direct lease arrangement costs are not applicable under the current lease terms.
Revenue is derived from service charge income received from London Borough of Tower Hamlets in respect of services provided to property occupants. Service charge income is recognised in revenue in the period to which the related costs relate to.
Lease incentives, contingent rents and direct lease arrangement costs are not applicable under the current lease terms.
Investment properties are residential properties let to the London Borough of Tower Hamlets at £Nil rent under assured shorthold tenancies, in order to satisfy a Section 106 obligation of Newfoundland Propco Limited (formerly Vertus NFL Limited).
Investment properties 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.
Investment properties 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.
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.
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.
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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.
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 expects 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.
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 expects 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.
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 continuation of the lease arrangements with the London Borough of Tower Hamlets. The valuers also make reference to market evidence of transaction prices for similar properties to determine their private residential value.
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The fair value of the Company’s interest in the residential investment properties has decreased from £11,200,000 in 2024 to nil at 31 December 2025. This movement reflects the impact of Section 106 affordable housing obligations, which in prior periods were reflected in the valuation of a former group company, but are now borne directly by the Company following amendments to the underlying legal arrangements.
As a result, the Company is required to provide these properties for a minimum period of 125 years from the date of first occupation, to satisfy the ongoing obligation to Tower Hamlets council for the purpose of affordable housing. Based on the information available at the reporting date, the expected cost of replacing these properties would be considered to reflect the fair value of a similar property in the same location and based on the most recent valuation this is consistent with the prior valuation of £11,200,000, such that there is not considered to be any residual value to the Company. Accordingly, the fair value of the investment properties has been assessed as nil at 31 December 2025.
As a result, the Company is required to provide these properties for a minimum period of 125 years from the date of first occupation, to satisfy the ongoing obligation to Tower Hamlets council for the purpose of affordable housing. Based on the information available at the reporting date, the expected cost of replacing these properties would be considered to reflect the fair value of a similar property in the same location and based on the most recent valuation this is consistent with the prior valuation of £11,200,000, such that there is not considered to be any residual value to the Company. Accordingly, the fair value of the investment properties has been assessed as nil at 31 December 2025.
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOLLYGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.OTHER FINANCIAL COMMITMENTS
At 31 December 2025 and 31 December 2024 the company granted fixed and floating charges over substantially all its assets to secure the commitments of certain other group undertakings.
The company's immediate parent undertaking is Canary Wharf NFLA Limited.
As at 31 December 2025, the smallest group of which the company is a member and for which group financial statements are drawn up is 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 is a member for which group financial statements are drawn up is 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.
Stork HoldCo LP 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.
As at 31 December 2025, the smallest group of which the company is a member and for which group financial statements are drawn up is 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 is a member for which group financial statements are drawn up is 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.
Stork HoldCo LP 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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