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Registered number: 13767283









WREXHAM SHOPPING MALL LIMITED









FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
COMPANY INFORMATION


 
Directors
Geva Dagan 
Dan Barnea 




Registered number
13767283



Registered office
14 Berkeley Street
Mayfair

London

W1J 8DX




Independent auditors
Nyman Libson Paul LLP
Chartered Accountants & Statutory Auditors

124 Finchley Road

London

NW3 5JS





 
WREXHAM SHOPPING MALL LIMITED
 
 
 
CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 8
Statement of Profit or Loss and Other Comprehensive Income
9
Statement of financial position
10 - 11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 29

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors presents the strategic report for the period ended 31 December 2024.

Business review
 
The Company acquired a shopping centre as an investment property during a previous period which it has continued to operate during this period. The acquisition was funded by loans from the shareholders of the parent Company which were then loaned to the Company. The shopping centre is a mixture of retail and food and beverage outlets which are leased to commercial tenants. 

Financial key performance indicators
 
The Company uses revenue and profit as key performance indicators. During the financial period revenue was £1,854,875. After a loss on the revaluation of the investment property of £10,507 the loss before tax was £636,461.

Principal risks and uncertainties
 
The Company uses commercial property agents to help find tenants for the retail and food and beverage outlets and to ensure that rent is collected from those tenants. 


This report was approved by the board on 6 March 2025 and signed on its behalf.





Geva Dagan
Director

Page 1

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the Company is investment property management.

Results and dividends

The loss for the year, after taxation, amounted to £636,461 (2023 - loss £732,101).

Directors

The directors who served during the year were:

Geva Dagan 
Dan Barnea 

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements, in accordance with applicable law.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

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 the financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Financial instruments

Details of the Company's approach to financial instruments are set out in note 1 to the financial statements.

Page 2

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsNyman Libson Paul LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 6 March 2025 and signed on its behalf.
 



Geva Dagan
Director
Page 3

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WREXHAM SHOPPING MALL LIMITED
 

Opinion


We have audited the financial statements of Wrexham Shopping Mall Limited for the year ended 31 December 2024 which comprise the statement of profit or loss and other comprehensive incomethe statement of financial positionthe statement of cash flowsthe statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 14 - 19. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;

have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and

have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditors' 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 United Kingdom, including the Financial Reporting Council'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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

A review of the bank facilities and loan facilities available to the Company and an assessment that such facilities are adequate to meet the Company's borrowing requirements for a period of at least twelve months from when the financial statements are authorised for issue.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WREXHAM SHOPPING MALL LIMITED (CONTINUED)


Other information


The other information comprises the information included in the annual report, other than the financial statements and our auditors' report thereon.  The directors are responsible for the other information contained within the annual reportOur 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.

Opinion 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.


Page 5

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WREXHAM SHOPPING MALL LIMITED (CONTINUED)


Matters on which we are required to report by exception

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 strategic report or 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.


Responsibilities of directors

As explained more fully in the directors' responsibilities statement on page 2, 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.

Auditors' 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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 identify and assess the risks of material misstatement within the financial statements, whether due to fraud or error, by designing and performing audit procedures responsive to those risks and obtaining sufficient and appropriate evidence to provide a basis for our opinion.
In identifying and assessing risks of material misstatement, we have considered the following:
- the nature of the industry and sector in which the Company operates;
- the control environment and business performance of the Company;
- results of our enquiries of management about their own identification and assessment of the risks of irregularities;
- any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to identifying, evaluating and complying with laws and regulations and detecting and responding to the risks of fraud;
 
Page 6

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WREXHAM SHOPPING MALL LIMITED (CONTINUED)


- whether the directors were aware of any instances of non-compliance or of actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
- those matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As is common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management.
The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation.
The key laws and regulations we considered in this context included the Company’s ongoing compliance with the UK Companies Act and tax legislation.
We communicated those relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
Auditing standards limit the required audit procedures to identify non-compliance with laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
In addition, as with any audit, the risk of non-detection of a material misstatement resulting from fraud is greater than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance.
As a result of performing the above, we identified the risk of management override as a key audit matter related to the potential risk of fraud. In response to this, our procedures included:
- testing the appropriateness of journal entries and other adjustments;
- assessment of the appropriateness of accounting policies used, the reasonableness of accounting estimates and judgments implemented and whether there is indication of a potential bias; and
- evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the aforementioned, our procedures to respond to risks identified included the following:
 
Page 7

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WREXHAM SHOPPING MALL LIMITED (CONTINUED)


- evaluation of the overall presentation, structure and content of the financial statements and whether the financial statements represent the underlying transactions and events in a manner that achieves a presentation that is true and fair.and in accordance with the 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; and
- concluding on the appropriateness of the directors application of the going concern basis of accounting in preparing the financial statements and, based on the evidence obtained, concluding whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern.
Our conclusions in regards to going concern are based on the evidence obtained up to the date of the audit report and may not account for all future events or conditions that may transpire as subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made. Consequently, our conclusions are not a guarantee that the Company will continue in operation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' 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 auditors' 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.




 
 
Richard Paul (senior statutory auditor)
  
for and on behalf of
Nyman Libson Paul LLP
 
Chartered Accountants
Statutory Auditors
  
124 Finchley Road
London
NW3 5JS

6 March 2025
Page 8

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023
Note
£
£

  

Revenue
 6 
1,854,875
2,952,694

Gross profit
  
1,854,875
2,952,694

  

Other operating income
 7 
11,864
15,074

Administrative expenses
  
(1,983,566)
(1,681,081)

(Loss)/profit from operations
  
(116,827)
1,286,687

  

Finance income
  
8,448
2,142

Finance expense
  
(517,575)
(512,952)

Fair value losses
  
(10,507)
(1,329,603)

Loss before tax
  
(636,461)
(553,726)

  

Tax expense
 10 
-
(178,375)

Loss for the year
  
(636,461)
(732,101)


Total comprehensive income
  
(636,461)
(732,101)

The notes on pages 14 to 29 form part of these financial statements.

Page 9

 
WREXHAM SHOPPING MALL LIMITED
REGISTERED NUMBER: 13767283
 
 
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024


2024
2023
Note
£
£


Assets

Non-current assets
  

Property, plant and equipment
 11 
31,023
31,091

Investment property
 12 
10,068,977
10,064,000

Trade and other receivables
 13 
471,324
-

  
10,571,324
10,095,091

Current assets
  

Trade and other receivables
 13 
529,380
520,820

Cash and cash equivalents
 20 
1,612,831
1,568,509

  
2,142,211
2,089,329

  

Total assets

  

12,713,535
12,184,420

Liabilities

Non-current liabilities
  

Loans and borrowings
 15 
11,962,789
10,971,511

  
11,962,789
10,971,511

Current liabilities
  

Trade and other liabilities
 14 
1,342,469
1,168,171

  
1,342,469
1,168,171

  

Total liabilities
  
13,305,258
12,139,682

  

  

Net (liabilities)/assets
  
(591,723)
44,738
Page 10

 
WREXHAM SHOPPING MALL LIMITED
REGISTERED NUMBER: 13767283
 
 
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024


2024
2023
Note
£
£


Issued capital and reserves
  

Share capital
 16 
1
1

Retained earnings
  
(591,724)
44,737

TOTAL EQUITY
  
(591,723)
44,738

The financial statements on pages 9 to 29 were approved and authorised for issue by the board of directors on 6 March 2025 and were signed on its behalf by:




Geva Dagan
Director

The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
WREXHAM SHOPPING MALL LIMITED

 
 
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Share capital
Retained earnings
Total equity


£
£
£

At 1 January 2023
1
776,838
776,839

Comprehensive income for the year


Loss for the year
-
(732,101)
(732,101)

Total comprehensive income for the year
-
(732,101)
(732,101)

Contributions by and distributions to owners




At 31 December 2023
1
44,737
44,738

At 1 January 2024
1
44,737
44,738

Comprehensive income for the year


Loss for the year
-
(636,461)
(636,461)

Total comprehensive income for the year
-
(636,461)
(636,461)

Contributions by and distributions to owners




At 31 December 2024
1
(591,724)
(591,723)

The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
WREXHAM SHOPPING MALL LIMITED

 
 
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023
Note
£
£

Cash flows from operating activities
  

Loss for the year
  
(636,461)
(732,101)

Adjustments for
  

Depreciation of property, plant and equipment
 11 
10,068
9,818

Change in value of investment property
 12 
10,507
1,329,603

Income tax expense
 10 
-
178,375

  
(615,886)
785,695

Movements in working capital:
  

Increase in trade and other receivables
  
(479,884)
(22,878)

Increase/(decrease) in trade and other payables
  
353,884
(127,577)

Cash generated from operations
  
(741,886)
635,240

  

Income taxes paid
  
(179,586)
(151,419)

Net cash (used in)/from operating activities

  
(921,472)
483,821

Cash flows from investing activities
  

Purchases of property, plant and equipment
  
(10,000)
-

Payments for investment property
  
(15,484)
(134,512)

Net cash used in investing activities

  
(25,484)
(134,512)

Cash flows from financing activities
  

Proceeds from other borrowings
  
991,278
86,616

Net cash from financing activities
  
991,278
86,616

Net increase in cash and cash equivalents
  
44,322
435,925

  

Cash and cash equivalents at the beginning of year
  
1,568,509
1,132,584

Cash and cash equivalents at the end of the year
 20 
1,612,831
1,568,509

The notes on pages 14 to 29 form part of these financial statements.

Page 13

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies


1.1

Going concern

The directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they have therefore adopted the going concern basis of accounting in preparing the financial statements.

 
1.2

Revenue

Revenue is measured as the fair value of rent received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a service to a customer.

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.


1.3

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
1.4

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.


(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Page 14

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.4
Taxation (continued)


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The directors of the Company reviewed the Company's investment property portfolios and concluded that none of the Company's investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Company has not recognised any deferred taxes on changes in fair value of the investment properties as the Company is not subject to any income taxes on the fair value changes of the investment properties on disposal.

Page 15

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
1.5

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:

Other property, plant and equipment
over 55 months

 
1.6

Investment property

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. All of the Company's property interests held under operating leases to earn rentals or for capital appreciation purposes are accounted for as investment properties and are measured using the fair value model. Gains and losses arising from changes in the fair value of investment properties are included in profit or loss in the period in which they arise.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.


1.7

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits.

 
1.8

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Page 16

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
1.9

Financial instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

 
1.10

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Page 17

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.10
Financial assets (continued)


(i) Amortised cost and effective interest method

The effective interest method is a method for calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased and originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised costs of a financial asset before adjusting for any loss allowance.

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVOCI. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by the applying the effective interest rate to the gross carrying amount of the financial asset.

For purchased and originated credit-impaired financial assets, the Company recognises interest income by applying the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit-impaired.

Interest income is recognised in profit or loss and is included in the 'finance income' line item.

 
1.11

Financial liabilities and equity instruments


(i) Classification as debt or equity

Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Page 18

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.11
Financial liabilities and equity instruments (continued)


(ii) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by an entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.


(iii) Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost 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 payments (including all fees and points paid or received 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, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

 
1.12

Financial risk factors and management

The Company's operation exposes it to a variety of financial risk including credit risk and liquidity risk. The principal risks of the Company and how the Company manages these risks are discussed below.
Liquidity risk
The Company manages its cash and borrowings requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the businesses.
Credit risk
The Company manages its credit risk by credit checking customers, timely invoicing and follow up on late payments.

Page 19

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.


Reporting entity

Wrexham Shopping Mall Limited (the 'Company') is a limited company incorporated in England & Wales. The Company's registered office is at 14 Berkeley Street, Mayfair, London, W1J 8DX. The Company's principal activity is investment property management.


3.


Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 06 March 2025.

Details of the Company's accounting policies, including changes during the year, are included in note 1.

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.


3.1 Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.


Items

Measurement basis


Investment property
Carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate.


3.2 Changes in accounting policies

i) New standards, interpretations and amendments effective from 1 January 2024


The directors anticipate that the adoption of other standards and interpretations that are not yet effective in future periods will not have any significant impact on the financial statements of the Company.


4.


Functional and presentation currency

These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.

Page 20

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The areas involving a higher degree of judgment or complexity and areas where assumptions and estimates are significant to the company's financial statements are discussed below:
Income taxes
The Company evaluates the recoverability of deferred tax assets based on estimates of future earnings. The ability to recover these taxes depends ultimately on the Company's ability to generate taxable earnings over the course of the period for which the deferred tax assets remain deductible. This analysis is based on the estimated reversal of deferred taxes as well as estimates of taxable earnings, which are sourced from internal projections and are updated to reflect the latest trends.
The appropriate classification of tax assets and liabilities depends on a number of factors, including estimates as to the timing and materialisation of deferred tax assets and the forecast tax payment schedule. Actual income tax receipts and payments could differ from the estimates made by the Company as a result of changes in tax legislation or unforeseen transactions that could affect tax balances.
Property, plant and equipment
Accounting for property, plant and equipment involves the use of estimates and judgments for determining the useful lives over which these are to be depreciated.
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives and taking into account their expected residual values. When the company estimates useful lives, various factors are considered including expected technological obsolescence and the expected usage of the asset. 
The directors review these asset lives and change them as necessary to reflect the estimated current remaining trading lives in light of future economic utilisation and physical condition of the assets concerned. A significant change in asset lives can have a significant change on depreciation charges for the period.
Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events. It is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. This obligation may be legal or constructive deriving from regulations, contracts, normal practices or public commitments that lead third parties to reasonably expect that the company will assume certain responsibilities. The amount of the provision is determined based on the best estimate of the outflow of resources required to settle the obligation, taking into account all available information.
No provision is recognised if the amount of liability cannot be estimated reliably. In this case, the relevant information is disclosed in the notes to the financial statements.
Given the uncertainties inherent in the estimates used to determine the amount of provision, actual outflows of resources may differ from the amounts recognised originally on the basis of the estimates.

Page 21

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Revenue


The following is an analysis of the Company's revenue for the year from continuing operations:


2024
2023
£
£


Rent receivable
1,854,875
2,952,694

1,854,875
2,952,694


Analysis of revenue by country of destination:

2024
2023
£
£


United Kingdom
1,854,875
2,952,694

1,854,875
2,952,694


7.


Other operating income

2024
2023
£
£


Sundry income
11,864
15,074

11,864
15,074


8.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
9,000
10,000

Page 22

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Finance income and expense

Recognised in profit or loss


2024
2023
£
£
Finance income

Interest on:
- Bank deposits
8,431
2,142

Total interest income arising from financial assets measured at amortised cost or FVOCI
8,431
2,142


Other interest receivable
17
-

Total finance income

8,448
2,142

Finance expense

Other loan interest payable
517,575
512,952

Total finance expense
517,575
512,952


Net finance expense recognised in profit or loss
(509,127)
(510,810)






Page 23

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Tax expense

10.1 Income tax recognised in profit or loss



2024
2023
£
£

Current tax

Current tax on profits for the year
-
204,726

Total current tax
-
204,726


Deferred tax expense

Origination and reversal of timing differences
-
(26,351)

Total deferred tax
-
(26,351)


-
178,375


Total tax expense

Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
-
178,375

-
178,375

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:


2024
2023
£
£


Loss for the year
(636,461)
(732,101)

Income tax expense (including income tax on associate, joint venture and discontinued operations)
-
178,375

Loss before income taxes
(636,461)
(553,726)


Tax using the Company's domestic tax rate of 25% (2023:23.5%)
(159,115)
(130,126)

Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
27,432
332,401

Other timing differences leading to an increase/(decrease) in taxation
-
(23,900)

Unrelieved tax losses carried forward
131,683
-

Total tax expense
-
178,375

Page 24

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Property, plant and equipment





Other property, plant and equipment

£



Cost or valuation



At 1 January 2023
45,000



At 31 December 2023
45,000


Additions
10,000



At 31 December 2024
55,000


Other property, plant and equipment

£



Accumulated depreciation and impairment



At 1 January 2023
4,091


Charge owned for the year
9,818



At 31 December 2023
13,909


Charge owned for the year
10,068



At 31 December 2024
23,977



Net book value


At 1 January 2023
40,909


At 31 December 2023
31,091


At 31 December 2024
31,023

Page 25

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Investment property

(i) Non-current assets at fair value


2024
£


Opening balance
10,064,000

Purchases
15,484

Revaluation
(10,507)

10,068,977

The 2024 valuation was made by a professional valuer on an open market value for existing use basis.


13.


Trade and other receivables


2024
2023
£
£


Trade receivables
345,384
479,752

Trade receivables - net
345,384
479,752

Prepayments and accrued income
8,029
41,067

Other receivables
647,291
1

Total trade and other receivables
1,000,704
520,820

Less: current portion - trade receivables
(345,384)
(479,752)

Less: current portion - prepayments and accrued income
(8,029)
(41,067)

Less: current portion - other receivables
(175,967)
(1)

Total current portion
(529,380)
(520,820)

Total non-current portion
471,324
-

Page 26

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Trade and other payables


2024
2023
£
£


Trade payables
181,729
466,640

Payables to related parties
65,596
2,988

Other payables
11,768
11,768

Accruals
552,767
201,267

Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
811,860
682,663

Other payables - tax and social security payments
381,769
410,213

Deferred income
148,840
75,295

Total trade and other payables
1,342,469
1,168,171

Less: current portion - trade payables
(181,729)
(466,640)

Less: current portion - payables to related parties
(65,596)
(2,988)

Less: current portion - other payables
(393,537)
(421,981)

Less: current portion - accruals
(552,767)
(201,267)

Less: current portion - deferred income
(148,840)
(75,295)

Total current portion
(1,342,469)
(1,168,171)

Total non-current position
-
-

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

Page 27

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Loans and borrowings

2024
2023
£
£

Non-current

Bank loans - secured
3,500,000
-

Other loans - unsecured
8,462,789
10,971,511

11,962,789
10,971,511

Current

Total loans and borrowings
11,962,789
10,971,511

The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.

Bank loans of £3,500,000 (2023: £Nil) are secured on the investment property owned by the Company.

16.


Share capital

Authorised

2024
2024
2023
2023
Number
£
Number
£

Shares treated as equity
Ordinary shares of £0.01 each

100

1

100
 
1
 
100

1

100
 
1
 

Issued and fully paid


2024
2024
2023
2023
Number
£
Number
£

Ordinary shares of £0.01 each

At 1 January and 31 December
100

1

100
 
1
 


17.


Leases

(i) Operating leases - lessor


The following table summarises the undiscounted lease payments receivable after the reporting date.

2024
2023
£
£
Page 28

 
WREXHAM SHOPPING MALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.Leases (continued)


Not later than one year
1,232,202
1,258,291

Between one and two years
1,080,286
1,085,379

Between two and three years
1,004,119
946,629

Between three and four years
967,694
884,129

Between four and five years
910,309
849,004

Later than five years
3,412,580
3,851,868

Total undiscounted lease payments
8,607,190
8,875,300


18.


Related party transactions

Details of transactions between the Company and its related parties are disclosed below.

The Company has received a loan from its parent company Wrexham Shopping Centre Limited. At the year end the outstanding balance on the loan including interest payable was £8,462,789 (2023: £10,971,511). 
At the year end the Company owed £65,596 (2023: £2,988) to its parent company Wrexham Shopping Centre Limited.


19.


Controlling party

The parent company is Wrexham Shopping Centre Limited, a company registered in England and Wales, which holds a 100% interest in the shares of the company.


20.

Notes supporting statement of cash flows

2024
2023
£
£


Cash at bank available on demand
1,612,831
1,568,509

Cash and cash equivalents in the statement of financial position

1,612,831
1,568,509


Cash and cash equivalents in the statement of cash flows
1,612,831
1,568,509

Page 29