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Registered number: 07804582
NOVA NOMINEE 2 LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors of Nova Nominee 2 Limited ('the Company') present their report with the audited financial statements for the year ended 31 March 2026.
Directors' responsibilities statement
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The directors are responsible for preparing the Directors' Report and the audited financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have prepared the audited financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the audited 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 and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the audited 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 audited 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.
Principal activity, review of the business and future developments
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The Company has continued its business of investment holding in the United Kingdom during the year. No changes in the Company’s principal activity are anticipated in the foreseeable future.
The directors have placed a particular focus on the appropriateness of adopting the going concern basis in preparing the financial statements for the year ended 31 March 2026. Given the Company's operating model, the directors believe that the Company has sufficient resources to meet its obligations as they fall due for the going assessment period to 31 October 2027, despite being in a net current liability position. This is due to the parent companies confirming they do not intend to demand payment for amounts owed to related parties for the duration of the going concern period. Joint owning parent companies, Land Securities Group PLC and Suntec Real Estate Investment Trust have, based on this, together with available market information and the directors’ knowledge and experience of the Company, continued to adopt the going concern basis in preparing the financial statements for the year ended 31 March 2026.
Results for the year and dividend
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There was no profit or loss generating activity in the Company for the year ended 31 March 2026 and consequently no Statement of Comprehensive Income has been disclosed.
The directors do not recommend the payment of a dividend for the year ended 31 March 2026 (2025: £Nil).
The directors who held office during the year and up to the date of this report, unless otherwise stated were:
R B Barry
K H Chong
C P Millard
N K Bates (resigned 31 March 2026)
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Z N Gilligan (appointed 31 March 2026)
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Certain directors of the Company are covered by their ultimate parent company's indemnity insurance which was in place throughout the
year and which remains in place at the date of this report.
Small companies exemption
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The Directors’ Report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.
The Company has taken advantage of the exemption under s414B of the Companies Act 2006 not to prepare a Strategic Report.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Statement of disclosure of information to auditor
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In the case of each director in office at the date the Directors' Report is approved, the following applies:
∙so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the directors have 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 report was approved by the Board and signed on its behalf by:
M Smout, for and on behalf of LS Company Secretaries Limited
Company Secretary
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Registered and domiciled in England and Wales
Registered number: 07804582
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA NOMINEE 2 LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 March 2026 and of its result for the year then ended;
∙have been properly prepared in accordance with UK adopted international accounting standards; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Nova Nominee 2 Limited (“the Company”) for the year ended 31 March 2026 which comprise of the following:
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Notes 1 to 10 to the financial statements including material accounting policy information
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The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA NOMINEE 2 LIMITED
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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Directors' Report, other than the financial statements and our auditor’s report thereon. 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.
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors’ report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ report and from the requirement to prepare a Strategic report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA NOMINEE 2 LIMITED
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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.
Extent to which the audit was 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:
Non-compliance with laws and regulations
Based on:
∙Our understanding of the Company and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations;
we considered the significant laws and regulations to be United Kingdom Accounting Standards, the Companies Act 2006 and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the Health and Safety Legislation and the Bribery Act 2010.
Our procedures in respect of the above included:
∙Enquiries of management whether there were any litigations and claims;
∙Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of correspondence (if any) with regulatory and tax authorities for any instances of non-compliance with laws and regulations; and
∙Review of financial statement disclosures and agreeing to supporting documentation.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA NOMINEE 2 LIMITED
Auditor’s responsibilities for the audit of the financial statements (continued)
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiries with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Company’s policies and procedures relating to:
°Detecting and responding to the risks of fraud; and
°Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
∙Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
∙Testing journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation;
∙Testing a sample of the residual population of journals not meeting the defined risk criteria by agreeing to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Jason Partington (Senior statutory auditor)
For and on behalf of
BDO LLP, Statutory Auditor
London, UK
Date: 23 October 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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NOVA NOMINEE 2 LIMITED
REGISTERED NUMBER:07804582
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BALANCE SHEET
AS AT 31 MARCH 2026
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Investments in associates
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Amounts due from related parties
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Amounts owed to related parties
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The financial statements on pages 7 to 11 were approved by the Board of Directors and were signed on its behalf by:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
1.Accounting policies
The financial statements have been prepared on a going concern basis and in accordance with UK-adopted international accounting standards. The financial statements are prepared under the historical cost convention.
Nova Nominee 2 Limited (‘the Company’) is a private company limited by shares and is incorporated, domiciled and registered in England and Wales (Registered number: 07804582). The nature of the Company’s operations is set out in the Directors’ Report on page 1.
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 March 2026. The financial statements are prepared in Pounds Sterling (£) and no rounding has been applied.
The directors have placed a particular focus on the appropriateness of adopting the going concern basis in preparing the financial statements for the year ended 31 March 2026. Given the Company's operating model, the directors believe that the Company has sufficient resources to meet its obligations as they fall due for the going assessment period to 31 October 2027, despite being in a net current liability position. This is due to the parent companies confirming they do not intend to demand payment for amounts owed to related parties for the duration of the going concern period. Joint owning parent companies, Land Securities Group PLC and Suntec Real Estate Investment Trust have, based on this, together with available market information and the directors’ knowledge and experience of the Company, continued to adopt the going concern basis in preparing the financial statements for the year ended 31 March 2026.
Investments in associates undertakings are stated at cost, less any return of capital and provision for impairment in value (see 1.4).
The carrying amounts of the Company’s non-financial assets, other than investment properties, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated (see below). An impairment loss is recognised in the Statement of Comprehensive Income whenever the carrying amount of an asset exceeds its recoverable amount.
The recoverable amount of an asset is the greater of its fair value less costs to sell and its value in use. The value in use is determined as the net present value of the future cash flows expected to be derived from the asset, discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount after the reversal does not exceed the amount that would have been determined, net of applicable depreciation, if no impairment loss had been recognised.
Final dividend distributions to the Company’s shareholders are recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid.
Amounts due from related parties
Amounts due from related parties are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, amounts due from related parties are stated at amortised cost and, where relevant, adjusted for the time value of money. The Company assesses on a forward-looking basis, the expected credit losses associated with its amounts due from related parties. A provision for impairment is made for the lifetime expected credit losses on initial recognition of the amounts due. If collection is expected in more than one year, the balance is presented within non-current assets.
In determining the expected credit losses, the Company takes into account any future expectations of likely default events based on the level of capitalisation of the counterparty.
Amounts owed to related parties
Amounts owed to related parties are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, amounts owed to related parties are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the Statement of Comprehensive Income over the period of the loan, using the effective interest method.
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Statement of Comprehensive Income and other primary statements
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There was no profit or loss generating activity nor cash flows in the Company for the year ended 31 March 2026 and consequently no Statement of Comprehensive Income, Statement of Changes in Equity nor Statement of Cash Flows have been disclosed.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
1.Accounting policies (continued)
Ordinary shares are classified as equity.
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Changes in accounting policies and standards
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The accounting policies used in these financial statements are consistent with those applied in the last annual financial statements, as amended where relevant to reflect the adoption of new standards, amendments and interpretations which became effective in the year as listed below:
- Amendments to IAS 1 – Classification of liabilities as current or non current and Non-current Liabilities with Covenants
- Amendments to IFRS 16 – Lease liability in a sale and leaseback
- Amendments to IAS 7 and IFRS 7 – Disclosures: Supplier finance arrangements
There has been no material impact on the financial statements of adopting any new standards, amendments and interpretations.
Amendments to accounting standards
A number of new standards, amendments to standards and interpretations have been issued but are not yet effective for the Company as listed below:
- Amendments to IFRS 10 and IAS 28 – Sale or contribution of assets between an investor and its associate or joint venture
- Amendments to IAS 21 – Lack of exchangeability
- IFRS 18 – Presentation and Disclosure in Financial Statements
- Amendments to IFRS 7 and IFRS 9 – Classification and measurement of financial instruments and for Power Purchase
Agreements
The Company has yet to assess the full outcome of these new standards, amendments and interpretations, however with the exception of IFRS 18 these other new standards, amendments and interpretations are not expected to have a significant impact on the Company’s financial statements. The Company intends to adopt these new standards, amendments and interpretations, if applicable, when they become effective.
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Significant accounting judgements and estimates
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The Company’s significant accounting policies are stated in note 1 above. Not all of these significant accounting policies require management to make difficult, subjective or complex judgements or estimates. The following is intended to provide an understanding of the policies that management consider critical because of the level of complexity, judgement or estimation involved in their application and their impact on the financial statements. These estimates involve assumptions or judgements in respect of future events. Actual results may differ from these estimates.
Estimates
(a) Amounts due from related parties
The Company is required to estimate the impairment of amounts due from related parties. It does this by assessing on a forward-looking basis, the expected credit losses associated with its amounts due from related parties. A provision for impairment is made for the lifetime expected credit losses on initial recognition of the amounts due. In determining the expected credit losses, the Company takes into account any future expectations of likely default events based on the level of capitalisation of the counterparty.
The Directors have assessed the accounting policies applied in the preparation of these financial statements and concluded that there are no significant judgements, apart from those involving estimates.
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Management and administrative expenses
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(a) Management services
The Company had no employees during the year (2025: None). Management services were provided to the Company throughout the year by Land Securities Properties Limited, which is a related party, charges for which amount to £Nil (2025: £Nil).
(b) Directors’ remuneration
The directors of the Company, who are key management personnel, received no emoluments for their services to the Company (2025: £Nil).
(c) Auditor remuneration
The auditor’s remuneration is borne by Nova Limited Partnership. The proportion of the remuneration which relates to the Company is £4,500 (2025: £4,877). No non-audit services were provided to the Company during the year (2025: None).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Investments in associates
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At the beginning of the financial year
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At the end of the financial year
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The total cost of investment in associates is £3,645 (2025: £3,645). The total provision for impairment of investment in associates is £Nil (2025: £Nil). The directors believe that the carrying value of the investment is supported by the fair value of the associates. The associates of the Company are:
Name Class of shares Percentage of share Principal country Nature of
owned capital owned of incorporation business
Nova Estate Management Company £1 Ordinary shares 36.45% England Management
Limited company
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Amounts due from related parties
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Amounts due from Nova GP Limited
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Total amounts due from related parties
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The unsecured loans from the related parties are interest free and repayable on demand with no fixed repayment date.
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Amounts owed to related parties
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Amounts owed to Nova Estate Management Company Limited
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Total amounts owed to related parties
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The unsecured loans from the related parties are interest free and repayable on demand with no fixed repayment date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Financial risk management
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Financial risk management objectives and policies
The Company has amounts due from related parties and amounts due to related parties that arise directly from its operations. The carrying value equals the fair value of the amounts due from related parties and amounts due to related parties due to their short-term nature.
The Company is exposed to minimal credit risk and liquidity risk due to the nature of the receivables and payables.
Credit risk
With respect to credit risk arising from the financial assets of the Company, which comprises amounts due from related parties, the Company assesses on a forward-looking basis, the expected credit losses associated with its amounts due from related parties. If collection is expected in more than one year, the balance is presented within non-current assets.
Liquidity risk
The Company is exposed to liquidity risk and need to ensure that the cash balances and cash flows from operations are sufficient to enable it to pay its trade and other payables. The Company carefully monitors actual cash flows against forecasts and budgets in order to manage this risk. Please also see the Directors' Report regarding going concern.
Capital management
The Company considers its capital to constitute Shareholders’ capital. The primary objective of the Company’s capital management is to ensure that Company’s commitments in relation to its borrowings are met on a timely basis. For this purpose, the Company has entered into an agreement with another related party to ensure sufficient funds are available to meet the external obligations when these arise.
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Ordinary shares of £1.00 each
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The immediate parent company is Nova GP Limited.
Nova GP Limited is jointly owned by LS Nova GP Investments Limited, Victoria Circle Trustee 1 Limited and Victoria Circle Trustee 2 Limited, whose ultimate parties at 31 March 2026 were Land Securities Group PLC and HSBC Institutional Trust Services (Singapore) Limited in its capacity as trustee of Suntec Real Estate Investment Trust. Therefore, there is no ultimate controlling party.
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