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CANARY WHARF RETAIL LIMITED
Registered number: 13591921
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CANARY WHARF RETAIL LIMITED
CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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CANARY WHARF RETAIL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors, in preparing this Strategic Report, have complied with section 414C of the Companies Act 2006.
This Strategic Report has been prepared for the company and not for the group of which it is a member and therefore focuses only on matters which are significant to the company.
The company is a wholly owned subsidiary of Canary Wharf Retail Finance Limited and its ultimate parent undertaking is Stork Holdco LP.
The principal activity of the company is to hold property interests in its retail malls at Cabot Square, Canada Square, Jubilee Place and Churchill Place, Canary Wharf, London and adjoining car parks.
As shown in the company's statement of comprehensive income, the company's profit after tax for the year was £31,519,279 (2024 - £58,013,133). The key driver of the decrease was that the movement in revaluation of investment properties was stronger in the prior year, with gains of £37,137,203 compared to £16,075,240 in 2025. The other key movements were increases in cost of sales and interest payable compared to the prior year.
The statement of financial position shows the company's financial position at the year end and indicates net assets were £387,323,636 (2024 - £145,030,951). Investment property increased from £731,708,057 to £749,352,327, reflecting strong growth in investment property valuations. Debtors due within one year increased from £9,411,979 to £16,997,340, with cash at bank and in hand also rising from £13,822,734 to £24,224,986. Creditors due within one year fell dramatically from £617,579,762 to £32,673,675. This was due to the repayment of intercompany creditors. Creditors due after more than one year increased from nil to £377,869,017 due to the loan referenced in note 15.
No dividend has been paid during the year (2024: £21,200,000). Dividends of £152,704,688 have been paid subsequent to the year end.
The directors do not anticipate any material change in the nature or principal activities of the company in the foreseeable future.
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CANARY WHARF RETAIL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
PRINCIPAL RISKS AND UNCERTAINTIES
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The company has adopted Canary Wharf Group Investment Holdings plc (‘the Group’) principal risks and uncertainties monitoring and management policies. The risks and uncertainties facing the business are monitored through continuous assessment, regular formal reviews and discussion at the Canary Wharf Group Investment Holdings plc audit committee and board. Such discussion focuses on the risks identified as part of the system of internal control which highlights key risks faced by the Group and allocates specific day to day monitoring and control responsibilities as appropriate. As a member of Canary Wharf Group, the current key risks of the company include: the current geopolitical climate and its potential impact on the economy, the financing risk, the cyclical nature of the property market, concentration risk and policy and planning risks.
Geopolitical climate risk
The past 12 months have marked the most significant escalation in international conflict and geopolitical tensions in the past 50 years, with conflict in Ukraine and the Middle East. The company's exposure to these trends is indirect and limited to exposure to increased energy costs and implications for global supply chains. Risks in this context are graded low to medium in terms of both likelihood and impact.
The company has enhanced its monitoring of global developments by specialist in-house teams and external providers, and forward planning and scenario analysis in terms of energy requirements. The company maintains strong relationships with occupiers, suppliers and agents to ensure it can appropriately react to changing geopolitical climates and how this might impact the business.
Financing risk
The company’s financial risks are influenced by the broader macro-economic environment and conditions in the commercial real estate sector. The risks include the cost and availability of financing, maintenance of appropriate loan to value metrics, and the potential for reductions in revenue and asset valuations during periods of economic or market stress. These could adversely affect the company’s ability to secure the required funding and maintain liquidity.
The company faces risks relating to compliance with loan covenants and interest rate fluctuations. To manage these risks, the Group maintains strong relationships with lenders, regularly monitors covenant compliance, and maintains regular forecasting and budgeting processes to monitor the Group’s financial performance.
Concentration risk
The company’s real estate assets are located on the Canary Wharf Estate. Wherever possible steps are still taken to mitigate or avoid material consequences arising from this concentration.
Technology and cybersecurity risk
The company recognises that risks from cyber threat actors are evolving in scale and complexity, while at the same time noting that the rapid evolution of technology and information systems, particularly around AI, will be a critical component of its continued success. The company’s risks in this context are graded to be of medium likelihood and impact.
The company monitors the evolution of risks and employs multilayered controls to address these, including the establishment, implementation and maintenance of appropriate policies, mandatory staff awareness training, and appropriate and proportionate cyber defences with third party providers.
The principal risks facing the Group are discussed in the Annual Report of Canary Wharf Investment Holdings Group plc, which does not form part of this report.
Policy planning and risks
All of the Group’s assets are currently located within London. Appropriate contact is maintained with local and national Government, but changes in Governmental policy on planning, tax or other regulations could limit the ability of the Group to maximise the long term potential of its assets. These risks are closely monitored through continuous monitoring and impact assessments over changes to public policy and regulations.
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CANARY WHARF RETAIL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
CORPORATE AND SOCIAL RESPONSIBILITY POLICIES
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Employees and workforce
The company does not have any employees.
Health and safety
The company seeks to continually improve and develop its health and safety performance and places the overall wellbeing of its tenants and visitors in the highest regard. The company operates a health and safety management system to the internationally recognised BS OHSAS 18001 standard. This ensures that best practice is followed as a minimum threshold.
The company strives for continuous improvement to ensure a safe and healthy environment is maintained and adequate resources are made available for these purposes. The company’s accreditation to BS OHSAS 18001 is externally verified on an ongoing basis allowing opportunities for continuous improvement to be identified and enacted where feasible.
Anti bribery and corruption
The Board continues to demonstrate commitment to the prevention of bribery and corruption and understands the importance of maintaining a culture in which it is not acceptable at any level. An updated online bribery and corruption awareness training module was launched in the year. This is undertaken by all new agency workers and has been completed by 86.6% of the Group’s existing employees. The Group has a Code of Business Practices and Ethics and a formal Anti Bribery and Corruption policy, which requires all directors to behave with integrity and in a manner that ensures the objectives of the policies are achieved. The Group has a strict approach to maintaining high standards of finance, business principles and ethics and appropriate risk assessments are undertaken periodically.
Anti-slavery and human trafficking
To comply with the Modern Slavery Act 2015 the Group has established controls to combat slavery, servitude, forced or compulsory labour and human trafficking. The Group’s adopted policy and formal statement sets out the Group’s commitment to prohibiting any form of forced labour or slavery. Online anti-slavery and human trafficking training is mandatory for all agency workers.
KEY PERFORMANCE INDICATORS
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The group manages its operations on a unified basis. For this reason, the company's directors believe that key performance indicators specific to the company are not necessary or appropriate for an understanding of the development, performance or position of its business. The performance of the group, which includes the company, is discussed in the Annual Report of Canary Wharf Group Investment Holdings plc, which does not form part of this report.
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CANARY WHARF RETAIL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
SECTION 172(1) STATEMENT COMPANIES ACT 2006
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Section 172(1) of the Companies Act 2006 requires that a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the factors set out in paragraphs (a) to (f) of that subsection. As a company that forms part of a wider group structure and has no direct employees, the company's operations and decision-making are closely integrated with those of Canary Wharf Group. The directors have had regard to the s.172(1) factors as set out below.
(a) The likely consequences of any decision in the long term
Strategic decisions are made with a focus on sustainable long-term value rather than short-term outcomes. This includes regular reviews of the company's property assets to ensure they continue to meet market demand and support long-term rental income, and engagement with Canary Wharf Group Investment Holdings plc on strategic priorities to ensure alignment with the Group's longer-term objectives.
(b) The interests of the company's employees
The company has no direct employees. The functions necessary to operate the company are provided through shared services arrangements with other Group companies, whose employees' interests are considered as part of the Group's wider employee engagement and governance arrangements.
(c) The need to foster the company's business relationships with suppliers, customers and others
The directors recognise the importance of maintaining strong relationships with tenants, suppliers and other counterparties. The company works closely with its suppliers to ensure the efficient operation of its properties and prioritises tenant satisfaction through proactive property management.
(d) The impact of the company's operations on the community and the environment
The directors consider the environmental and community impact of the company's activities and operate within the Group's wider ESG framework.
(e) The desirability of the company maintaining a reputation for high standards of business conduct
The company's governance practices prioritise transparency, accountability and effective communication. The directors are committed to responsible corporate citizenship and to upholding the Group's standards of business conduct in all dealings on behalf of the company.
(f) The need to act fairly as between members of the company
The company's primary obligation is to its shareholder, Stork HoldCo LP. The directors act in a manner that supports the long-term success of the company for the benefit of the member, and where decisions affect related parties within the Group, they are taken with regard to the proper allocation of value and risk.
Throughout 2026 the Board will continue to review how the Group can improve engagement with its employees and stakeholders.
This report was approved by the board on 31 July 2026 and signed on its behalf.
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CANARY WHARF RETAIL 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.
The principal activity of the company is to hold property interests in its retail malls at Cabot Square, Canada Square, Jubilee Place and Churchill Place, Canary Wharf, London and adjoining car parks.
The profit for the year, after taxation, amounted to £31,519,279 (2024 - £58,013,133).
No dividend has been paid during the year (2024: £21,200,000). Dividends of £152,704,688 have been paid subsequent to the year end.
The directors who served during the year and up to the date of signing were:
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K J Kingston (resigned 31 December 2025)
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J J Turner (appointed 31 December 2025)
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QUALIFIED 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 period ended 31 December 2025 and at the time of the approval of this Directors' Report. Neither the indemnity nor the insurance provide cover in the event that the director is proven to have acted dishonestly or fraudulently.
The company will continue to hold property interests in its retail malls at Cabot Square, Canada Square, Jubilee Place and Churchill Place, Canary Wharf, London and adjoining car parks in pursuit of rental income.
The principal risks and uncertainties of the company are contained within the Strategic Report. The financial risk management objectives and policies are managed at a Group level. The company's use of financial instruments is limited to basic instruments, and the directors consider that the financial risks arising are not material to an assessment of the company's assets, liabilities, financial position and profit or loss.
POST BALANCE SHEET EVENTS
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For details in respect of post balance sheet events refer to Note 18.
For details in respect of going concern refer to Note 2.
CARBON AND ENERGY REPORTING
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The company has taken the group and subsidiary exemption from providing carbon and energy information provided by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 as it is included in the consolidated SECR report of its parent Canary Wharf Group Investments Holdings plc (‘the Group’).
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CANARY WHARF RETAIL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
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Details on how the company has fostered relationship with suppliers, customers and others can be found within the Strategic Report on pages 1-4.
DISCLOSURE OF INFORMATION TO AUDITOR
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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 auditor is 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 auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
The auditor, Deloitte LLP, has indicated their willingness to continue as auditor of the company.
This report was approved by the board on 31 July 2026 and signed on its behalf.
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CANARY WHARF RETAIL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed;
∙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 they 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
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CANARY WHARF RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANARY WHARF RETAIL LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion the financial statements of Canary Wharf Retail Limited (the ‘company’):
∙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;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
∙the statement of comprehensive income;
∙the statement of financial position;
∙the statement of changes in equity; and
∙the related notes 1 to 19.
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).
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
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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CANARY WHARF RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANARY WHARF RETAIL 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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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CANARY WHARF RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANARY WHARF RETAIL LIMITED
EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES, INCLUDING FRAUD
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, and relevant tax legislation; and
∙do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:
Investment Property Portfolio: We have identified a fraud risk in the valuation of investment property, pinpointed specifically to the risk of management manipulation of the information provided to the valuers including lease length and rental values, which the valuers rely on during their valuation process. Our audit procedures included obtaining an understanding of the relevant controls in the investment properties' valuation and validating the tenancy data sent to the valuers for completeness and accuracy by agreeing a sample of data through to underlying lease agreements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
∙reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
∙reading minutes of meetings of those charged with governance.
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CANARY WHARF RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANARY WHARF RETAIL LIMITED
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
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 any material misstatements in the strategic report or the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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.
We have nothing to report in respect of these matters.
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.
Lyn Cowie CA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Aberdeen, United Kingdom
31 July 2026
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CANARY WHARF RETAIL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Movement in the fair value of investment properties
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Interest receivable and similar income
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Interest payable and similar expenses
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PROFIT FOR THE FINANCIAL YEAR
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Other comprehensive income for the year
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TOTAL COMPREHENSIVE INCOME FOR THE YEAR
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The notes on pages 15 to 24 form part of these financial statements.
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CANARY WHARF RETAIL LIMITED
REGISTERED NUMBER: 13591921
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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NET CURRENT ASSETS/(LIABILITIES)
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 July 2026.
The notes on pages 15 to 24 form part of these financial statements.
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CANARY WHARF RETAIL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPREHENSIVE INCOME FOR THE YEAR
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TOTAL COMPREHENSIVE INCOME FOR THE YEAR
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Shares issued during the year
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The notes on pages 15 to 24 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPREHENSIVE INCOME FOR THE YEAR
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TOTAL COMPREHENSIVE INCOME FOR THE YEAR
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Shares issued during the year
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The notes on pages 15 to 24 form part of these financial statements.
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Page 14
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Canary Wharf Retail 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
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Basis of preparation of financial statements
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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 company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its parent, 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 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:
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Financial Reporting Standard 102 – reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
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 group and the company will have adequate resources to continue its operation for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Page 15
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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. Contingent rents, being those lease payments that are not fixed at the inception of a lease, for example turnover rents and insurance recoveries, are recorded in the periods in which they are earned.
Revenue is measured at the transaction price of the consideration received or receivable and is stated net of VAT.
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 an investment property interest is acquired under a lease the associated lease liability is initially recognised at the lower of the fair value and the present value of the minimum lease payments including any initial premium. Lease payments are apportioned between the finance charge and a reduction in the outstanding obligation for future amounts payable. The total finance charge is allocated to accounting periods over the lease term so as to produce a constant periodic charge to the remaining balance of the obligation for each accounting period.
Investment properties are subsequently revalued, at each reporting date, to an amount comprising the fair value of the property interest plus the carrying value of the associated lease liability less separately identified accrued rent, amortised lease incentives and negotiation costs. The gain or loss on remeasurement is recognised in the income statement.
The directors have taken advantage of the exemption in paragraph 1.12c of FRS 102 allowing the company not to disclose the summary of financial instruments by the categories specified in paragraph 11.41.
Trade and other receivables
Trade and other receivables are recognised initially at transaction price. 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.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, deposits held with banks and other short term highly liquid investments with original maturities of 3 months or less, which are held for the purpose of meeting short term cash commitments.
Trade and other payables
Trade and other creditors are stated at cost.
Page 16
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Borrowings
Standard loans payable are recognised initially at fair value less attributable transaction costs. 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.
Subsequent to initial recognition, loans payable are stated at amortised cost with any difference between the amount initially recognised and the redemption value being recognised in the Income Statement over the period of the loan, using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows (including all fees that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability.
Where loans are subject to contractual terms and arrangements that are non-standard they are carried at fair value. The fair value is assessed as the present value of most likely cash flows, subject to the limitations of the underlying terms. Any movements are recognised in the income statement.
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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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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 (Note 10).
For the year ended 31 December 2025, the financial statements of the company did not contain any significant items that required the application of judgements, apart from those involving estimation.
Page 17
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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Auditor's remuneration of £48,062 (2024 - £44,472) for the audit of the company for the year has been borne by another group undertaking.
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The company had no employees during the year (2024: none). No remuneration was paid by the company to directors for their services to the company and no costs were allocated or recharged to the company 2024: nil).
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INTEREST RECEIVABLE AND SIMILAR INCOME
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Other interest receivable
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INTEREST PAYABLE AND SIMILAR CHARGES
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Interest payable to fellow subsidiary undertakings
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Page 18
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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FACTORS AFFECTING TAX CHARGE FOR THE YEAR
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The tax assessed for the year is different than the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Fair value movements not subject to tax
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TOTAL TAX CHARGE FOR THE YEAR
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FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
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The company is a member of a REIT headed by Stork Holdings Limited. As a consequence all qualifying property rental business is exempt from corporation tax. Only income and expenses relating to non-qualifying activities will continue to be taxable.
Page 19
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Freehold investment property
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At 31 December 2025, property interests were valued externally by CBRE Limited. 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.
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Page 20
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.INVESTMENT PROPERTY (CONTINUED)
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If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
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The fair value has been allocated to the following balance sheet items:
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Property interests in 1 Canada Square, 16-19 Canada Square, Cabot Place, Canada Place, Jubilee Place and Churchill Place and connected car parks are let to various tenants with an average remaining lease length of 4.4 years (2024 - 4.3 years).
The future minimum rents receivable under non-cancellable operating leases are as follows:
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After more than five years
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Page 21
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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DUE AFTER MORE THAN ONE YEAR
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Lease incentives and negotiation costs
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Amounts owed by fellow subsidiary undertakings
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Amounts owed by parent company
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Prepayments and accrued income
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Amounts owed by fellow subsidiary undertakings and amounts owed by parent company are interest free and repayable on demand.
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CASH AND CASH EQUIVALENTS
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Restricted cash relates to tenant deposits.
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Page 22
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Loans owed to fellow subsidiary undertakings
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Amounts owed to fellow subsidiary undertakings
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Other taxation and social security
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Accruals and deferred income
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On 11 April 2025, the loans owed to fellow subsidiary undertakings were repaid in full.
Amounts owed to fellow subsidiary undertakings are interest free and repayable on demand.
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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Loans from parent company (Note 15)
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Analysis of the maturity of loans is given below:
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AMOUNTS FALLING DUE 2-5 YEARS
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Loans from parent company
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On 15 April 2025, the company received an interest free loan of £35,235,000 from its parent company. The loan is repayable on 22 July 2029.
On 16 April 2025, the company was on-lent the first tranche of the £610,000,000 retail loan facility, being £360,000,000 less fees of £17,823,151, which carries interest at SONIA plus 3.1% and is repayable on 22 July 2029.
Loans from parent company amounting to £27,898,677 (2024 - £Nil) are interest free and repayable on 22 July 2029. The remaining loans of £349,970,340 (2024 - £Nil) carry interest at SONIA plus 3.1% and are repayable on 22 July 2029.
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Page 23
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CANARY WHARF RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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ALLOTTED, CALLED UP AND FULLY PAID
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3 (2024 - 2) Ordinary shares of £1.00 each
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On 14 April 2025, the company issued an additional £1 of share capital at a premium of £210,773,405.
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Revaluation of investment properties
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POST BALANCE SHEET EVENTS
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Subsequent to the year end, on 30 March 2026, the company underwent a share premium conversion, reducing share premium by £152,704,688 and increasing the distributable reserves. On the same day, the company paid a dividend of £152,704,688 to Canary Wharf Retail Finance Limited.
On 1 April 2026, the company was on-lent a portion of the second tranche of the £610,000,000 retail facility, being £94,691,000 less fees of £364,789, of the total £250,000,000 tranche.
The company's immediate parent undertaking is Canary Wharf Retail Finance 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.
Page 24
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