Registered number: 06468603
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
CANARY WHARF RETAIL FINANCE LIMITED
CONTENTS
CANARY WHARF RETAIL FINANCE 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, unless otherwise stated.
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, unless otherwise stated.
The company is a wholly owned subsidiary of Canary Wharf Investments Limited and its ultimate parent undertaking is Stork Holdco LP.
The company acts as a financing company for retail areas at Canary Wharf, London, UK.
The company acts as a financing company for retail areas at Canary Wharf, London, UK.
On 14 April 2025, the company issued 1 ordinary £1 share to Canary Wharf Investments Limited at a premium of £210,773,405, and received an interest free loan from Canary Wharf Investments Limited of £35,235,000.
On the same day, the company acquired 1 ordinary £1 share in Canary Wharf Retail Limited for consideration of £210,773,406 and gave an interest free loan of £35,235,000.
On 16 April 2025, the company drew £360m on the retail facility, being the first tranche of the £610m total facility secured over the assets of the company's subsidiary undertakings.
As shown in the company's statement of comprehensive income, the company's profit after tax for the year was £7,423,307 (2024 - £9,762,777).
The statement of financial position shows the company's financial position at the year end and indicates net assets were £327,898,292 (2024 - £111,564,780).
On the same day, the company acquired 1 ordinary £1 share in Canary Wharf Retail Limited for consideration of £210,773,406 and gave an interest free loan of £35,235,000.
On 16 April 2025, the company drew £360m on the retail facility, being the first tranche of the £610m total facility secured over the assets of the company's subsidiary undertakings.
As shown in the company's statement of comprehensive income, the company's profit after tax for the year was £7,423,307 (2024 - £9,762,777).
The statement of financial position shows the company's financial position at the year end and indicates net assets were £327,898,292 (2024 - £111,564,780).
The directors do not anticipate any material change in the nature or principal activities of the company in the foreseeable future.
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.
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.
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CANARY WHARF RETAIL FINANCE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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 FINANCE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
To deliver sustainability, the Group integrate actions and targets into every phase of project delivery and are improving the environmental performance of existing facilities through effective retrofitting and facilities management. The Group aims to design, build and manage central London’s highest quality, best value and most sustainable office, retail and residential buildings and districts. In doing this, the Group works with all its stakeholders to create and nurture vibrant, inclusive communities that meet today’s economic, environmental and social needs while anticipating those of tomorrow for the benefit of the environment, tenants, employees, the community and stakeholders.
Stakeholder engagement is essential to shaping our corporate responsibility initiatives. We actively engage with investors, clients, employees, and local communities to understand their needs and concerns. By fostering open dialogue and collaboration, we ensure that our projects align with the interests and values of our diverse stakeholders.
Transparency is key to our commitment to accountability. We transparently report on our corporate responsibility efforts and performance, providing stakeholders with insights into our environmental, social, and governance (ESG) initiatives. By tracking our progress and sharing our successes and challenges, we demonstrate our dedication to continuous improvement in corporate responsibility practices.
By integrating corporate responsibility into every aspect of our property development operations, Canary Wharf Retail Finance Limited strives to create value for our subsidiaries, clients, and communities while promoting sustainability and ethical practices in the real estate industry.
Further information can be found in the Canary Wharf Group Investment Holdings plc financial statements on the activities that the group participates in relating to sustainability.
Stakeholder engagement is essential to shaping our corporate responsibility initiatives. We actively engage with investors, clients, employees, and local communities to understand their needs and concerns. By fostering open dialogue and collaboration, we ensure that our projects align with the interests and values of our diverse stakeholders.
Transparency is key to our commitment to accountability. We transparently report on our corporate responsibility efforts and performance, providing stakeholders with insights into our environmental, social, and governance (ESG) initiatives. By tracking our progress and sharing our successes and challenges, we demonstrate our dedication to continuous improvement in corporate responsibility practices.
By integrating corporate responsibility into every aspect of our property development operations, Canary Wharf Retail Finance Limited strives to create value for our subsidiaries, clients, and communities while promoting sustainability and ethical practices in the real estate industry.
Further information can be found in the Canary Wharf Group Investment Holdings plc financial statements on the activities that the group participates in relating to sustainability.
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 FINANCE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
(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 FINANCE 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 profit for the year, after taxation, amounted to £7,423,307 (2024 - £9,762,777).
No dividends have been paid during the year (2024 - £19,000,000). Dividends of £191,252,066 have been paid subsequent to the year end.
The directors who served during the year and to the date of this report were:
For details in respect of going concern refer to Note 2.
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 and are not material to the company.
A comprehensive overview of the company's strategic active and future developments is included in the Strategic Report and should be read in conjunction with this section.
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’).
Details on how the company has fostered relationship with suppliers, customers and others can be found within the Strategic Report on pages 1-4.
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CANARY WHARF RETAIL FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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 FINANCE 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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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CANARY WHARF RETAIL FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CANARY WHARF RETAIL FINANCE LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
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 FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CANARY WHARF RETAIL FINANCE 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 FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CANARY WHARF RETAIL FINANCE 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.
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 FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CANARY WHARF RETAIL FINANCE 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.
Statutory Auditor
Aberdeen, United Kingdom
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CANARY WHARF RETAIL FINANCE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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CANARY WHARF RETAIL FINANCE LIMITED
REGISTERED NUMBER: 06468603
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 31 July 2026 .
The notes on pages 15 to 25 form part of these financial statements.
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CANARY WHARF RETAIL FINANCE 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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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Canary Wharf Retail Finance 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
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:
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:
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.
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.
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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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.
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.
Loans receivable are recognised initially at the transaction price including transaction costs. Subsequent to initial recognition, loans receivable are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the Income Statement over the period of the loan, using the effective interest method.
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 creditors are stated at cost.
Standard loans payable are recognised initially at transaction price including transaction costs, unless the total cost does not represent the value of a financing transaction on an arm’s length basis. In this case the present value of future payments discounted at a market rate of interest for a similar debt instrument is used in place of proceeds and the difference between the two amounts is accounted for as a capital contribution. 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.
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.
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CANARY WHARF RETAIL FINANCE 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.
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.
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.
The company uses interest rate derivatives to help manage its risks of changes in interest rates. The company does not hold or issue derivatives for trading purposes.
In order for a derivative to qualify for hedge accounting, the company is required to document the relationship between the item being hedged and the hedging instrument. The company is also required to demonstrate an assessment of the relationship between the hedged item and the hedging instrument for its economic relationship, effects of credit risk and hedge ratio. This shows that the hedge will be effective on an on-going basis. The effectiveness testing is re-performed at each balance sheet date to ensure that the hedge remains effective.
The changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in other comprehensive income. The changes in the fair value of derivative financial instruments that are designated and effective as fair value hedges are recognised against the item being hedged. The changes in the fair value of any ineffective portions of hedges or undesignated financial instruments are recognised in the profit and loss account.
Hedge accounting is discontinued when the company revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained until the forecast transaction occurs. If the hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the period.
In order for a derivative to qualify for hedge accounting, the company is required to document the relationship between the item being hedged and the hedging instrument. The company is also required to demonstrate an assessment of the relationship between the hedged item and the hedging instrument for its economic relationship, effects of credit risk and hedge ratio. This shows that the hedge will be effective on an on-going basis. The effectiveness testing is re-performed at each balance sheet date to ensure that the hedge remains effective.
The changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in other comprehensive income. The changes in the fair value of derivative financial instruments that are designated and effective as fair value hedges are recognised against the item being hedged. The changes in the fair value of any ineffective portions of hedges or undesignated financial instruments are recognised in the profit and loss account.
Hedge accounting is discontinued when the company revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained until the forecast transaction occurs. If the hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the period.
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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Investments in subsidiaries are stated at cost less any provision for impairment. In assessing provisions for impairment, the directors have valued each subsidiary at its net asset value, as adjusted for material differences between the fair value and carrying value of its assets and liabilities.
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.
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.
The company had no employees during the year (2024: nil). 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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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 20
CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
On 9 December 2024, the company entered into a £610m loan facility to be drawn down in two tranches.
On 16 April 2025, the company drew the first tranche of £360m which carries interest at SONIA plus 3.1% margin. The loan is repayable on 22 July 2030.
In May 2025 the company entered into four interest rate caps which serve to cap the interest on the entire loan principal at 6.1%.
The balance is shown net of unamortised fees of £4,438,560.
The loan is secured on retail properties at Canary Wharf, held by the company's subsidiary undertakings (see Note 9).
On 16 April 2025, the company drew the first tranche of £360m which carries interest at SONIA plus 3.1% margin. The loan is repayable on 22 July 2030.
In May 2025 the company entered into four interest rate caps which serve to cap the interest on the entire loan principal at 6.1%.
The balance is shown net of unamortised fees of £4,438,560.
The loan is secured on retail properties at Canary Wharf, held by the company's subsidiary undertakings (see Note 9).
On 16 May 2025, the company entered into four interest rate caps to hedge the exposure to the variability in cash flows on floating rate debt caused by market rates of interest. The caps limit SONIA to a maximum rate of 3% on a notional amount of £360m and expire on 16 May 2027.
The fair value of interest rate caps resulted in the recognition of a £2,425,407 asset at the year end. This instrument has been designated as part of an effective hedging relationship and therefore is revalued through other comprehensive income. Included within accruals and deferred income is a debit amount of £658,845 relating to accrued interest on the caps for the financial year ended 31 December 2025.
A total of £6,248,870 of fees have been incurred in relation to the interest rate caps and are being amortised to the expiry of the caps on 16 May 2027.
Changes in interest rates would primarily affect the market value of derivative financial instruments.
A +1% parallel shift in the interest rate curve used to value the derivatives, with all other variables held constant, would debit the value of the derivatives by £4.31 million and credit the income statement with the same amount.
A -1% parallel shift in the interest rate curve used to value the derivatives, with all other variables held constant, would credit the value of the derivatives by £2.35 million and debit the income statement with the same amount.
The 1% sensitivity has been selected based on the directors' view of a reasonable interest rate curve movement assumption.
The fair value of interest rate caps resulted in the recognition of a £2,425,407 asset at the year end. This instrument has been designated as part of an effective hedging relationship and therefore is revalued through other comprehensive income. Included within accruals and deferred income is a debit amount of £658,845 relating to accrued interest on the caps for the financial year ended 31 December 2025.
A total of £6,248,870 of fees have been incurred in relation to the interest rate caps and are being amortised to the expiry of the caps on 16 May 2027.
Changes in interest rates would primarily affect the market value of derivative financial instruments.
A +1% parallel shift in the interest rate curve used to value the derivatives, with all other variables held constant, would debit the value of the derivatives by £4.31 million and credit the income statement with the same amount.
A -1% parallel shift in the interest rate curve used to value the derivatives, with all other variables held constant, would credit the value of the derivatives by £2.35 million and debit the income statement with the same amount.
The 1% sensitivity has been selected based on the directors' view of a reasonable interest rate curve movement assumption.
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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
On 14 April 2025, the Company issued 1 ordinary £1 share for a premium of £210,773,405.
17.OTHER FINANCIAL COMMITMENTS
As at 31 December 2025, the Company had given security over all its assets, including security expressed as a first fixed charge over its bank accounts, to secure the loan referred to in Note 14.
the company paid a dividend of £191,252,066 to Canary Wharf Investments Limited.
On 1 April 2026, the company drew the second tranche of £250m which carries interest at SONIA plus 3.1% margin. The loan is repayable on 22 July 2030. On the same day, the company on-lent the £250m to its subsidiary undertakings.
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CANARY WHARF RETAIL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's immediate parent undertaking is Canary Wharf Investments 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 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 group companies.
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