Company registration number 11555879 (England and Wales)
PANDOX WONDERWALL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PANDOX WONDERWALL LIMITED
COMPANY INFORMATION
Directors
W Adriaanse
J K Andersson
A E Lindblom
B Williams
Secretary
CSC CLS (UK) Limited
Company number
11555879
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AN
Auditor
HaysMac LLP
10 Queen Street Place
London
United Kingdom
EC4R 1AG
Solicitors
Freshfields Bruckhaus Deringer LLP
65 Fleet Street
London
England
EC4Y 1HT
PANDOX WONDERWALL LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Notes to the financial statements
8 - 13
PANDOX WONDERWALL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Principal activities

The principal activity of the Company continued to be that of an intermediate holding company.

Results and dividends

The loss for the year, after taxation, amounted to £3,312,027 (2023: loss £3,399,497)

 

No dividend was paid during the year (2023: Nil).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

W Adriaanse
J K Andersson
A E Lindblom
B Williams
Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

 

 

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 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Auditor

HaysMac LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

PANDOX WONDERWALL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Going concern

The company is wholly reliant, for the foreseeable future, on the continued financial support from its ultimate parent company, Pandox AB, in order to meet its obligations as and when they fall due for the foreseeable future.

 

Management have reforecasted the expected financial performance and cash flows for the period up to 31 December 2026 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors.

 

Whilst the letter of support is not legally binding the Board of Directors believe that the company will be provided financial support from Pandox AB in order for the company to meet its obligations as and when they fall due until at least 31 December 2026 The Directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the support detailed in the letter.

 

Therefore on the basis of the above, the Directors have approved the financial statements utilising the going concern basis of preparation.

 

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
B Williams
Director
22 May 2025
PANDOX WONDERWALL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PANDOX WONDERWALL LIMITED
- 3 -
Opinion

We have audited the financial statements of Pandox Wonderwall Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the balance sheet and notes to the financial statements, including significant accounting policies. 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).

In our opinion the financial statements:

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 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

PANDOX WONDERWALL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PANDOX WONDERWALL LIMITED
- 4 -
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 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:

 

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.

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:

Based on our understanding of the company and industry, we considered those laws and regulations that have a direct impact on the preparation of the financial statements.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risk was management bias in accounting estimates. Audit procedures performed by the engagement team included:

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

 

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

PANDOX WONDERWALL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PANDOX WONDERWALL LIMITED
- 5 -

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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

...........................
Mr Andrew Ball
Senior Statutory Auditor
For and on behalf of HaysMac LLP
22 May 2025
Statutory Auditor
10 Queen Street Place
London
United Kingdom
EC4R 1AG
PANDOX WONDERWALL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Administrative expenses
(37,366)
(86,805)
Operating loss
(37,366)
(86,805)
Interest receivable and similar income
281
-
0
Interest on shareholder loan
(3,274,942)
(2,983,118)
Loss before taxation
(3,312,027)
(3,069,923)
Tax on loss
5
-
0
(329,574)
Loss for the financial year
(3,312,027)
(3,399,497)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

There were no recognised gains and losses for 2024 or 2023 other than those included in the profit and loss account.

The notes on pages 8 to 13 form part of these financial statements.

PANDOX WONDERWALL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
6
36,430,303
40,130,303
Current assets
Debtors
7
5,352
255,867
Cash at bank and in hand
253,060
4,262
258,412
260,129
Creditors: amounts falling due within one year
8
(458,067)
(422,698)
Net current liabilities
(199,655)
(162,569)
Total assets less current liabilities
36,230,649
39,967,734
Creditors: amounts falling due after more than one year
9
(46,658,087)
(47,083,145)
Net liabilities
(10,427,438)
(7,115,411)
Capital and reserves
Called up share capital
10
100
100
Profit and loss reserves
(10,427,538)
(7,115,511)
Total equity
(10,427,438)
(7,115,411)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved by the board of directors and authorised for issue on 22 May 2025 and are signed on its behalf by:
B Williams
Director
Company Registration No. 11555879

The notes on pages 8 to 13 form part of these financial statements.

PANDOX WONDERWALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
1
Accounting policies
Company information

Pandox Wonderwall Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AN.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Pandox AB. These consolidated financial statements are available from its website www.pandox.se.

1.2
Going concern

The company is wholly reliant, for the foreseeable future, on the continued financial support from its ultimate parent company, Pandox AB, in order to meet its obligations as and when they fall due for the foreseeable future.

 

Management have reforecasted the expected financial performance and cash flows for the period up to 30 December 2026 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors.

 

Whilst the letter of support is not legally binding the Board of Directors believe that the company will be provided financial support from Pandox AB in order for the company to meet its obligations as and when they fall due until at least 31 December 2026 The Directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the support detailed in the letter.

 

Therefore on the basis of the above, the Directors have approved the financial statements utilising the going concern basis of preparation.

PANDOX WONDERWALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 9 -
1.3
Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Fair value measurement of financial instruments

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account.

 

1.4
Finance Cost

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.5
Taxation
Current tax

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

 

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

1.6
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

 

PANDOX WONDERWALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.7
Foreign exchange

Functional and presentation currency

 

The Company's functional and presentational currency is GBP.

Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

1.8

Valuation of Investments

Investments in subsidiaries are measured at cost less accumulated impairment. Investment in subsidiary balance is also inclusive of loans held with subsidiaries.

 

If an impairment loss is identified, this is recognised immediately in the profit and loss account and the value of the investment is reduced accordingly.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

PANDOX WONDERWALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 11 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of investments

Investments in subsidiaries are measured at cost less accumulated impairment and is reviewed for impairment if circumstances suggest that the carrying amount may not be recoverable. Recoverable amounts are determined based on value-in-use calculations and estimated sales proceeds. These calculations require assumptions to be made regarding future cash flows and the choice of a suitable discount rate in order to calculate the present value of those cash flows. Actual outcomes may vary from these estimates.

Recoverability of debtors

Trade and other receivables are recognised to the extent that they are judged recoverable. Director reviews are performed to estimate the level of reserves required for irrecoverable debt, considering customer credit worthiness, current economic trends and changes in customer payment terms. Provisions are made specifically against invoices where recoverability is uncertain.

3
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
9,000
7,250
4
Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023: £Nil).

5
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
329,574
PANDOX WONDERWALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Taxation
(Continued)
- 12 -

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(3,312,027)
(3,069,923)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(828,007)
(721,432)
Tax effect of expenses that are not deductible in determining taxable profit
551,992
506,433
Adjustments in respect of prior years
(79,182)
-
0
Group relief
265,047
544,573
Movement in deferred tax not recognised
90,150
-
0
Taxation charge for the year
-
329,574
6
Investments
Investments in
subsidiary companies
Loans to subsidiaries
Total
Cost
At 1 January 2024
33,275,025
6,855,278
40,130,303
Repayment
-
(3,700,000)
(3,700,000)
At 31 December 2024
33,275,025
3,155,278
36,430,303

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of shares held
% Held
Pandox Wonderwall Propco Limited
1 Bartholomew Lane, London, United Kingdom, EC2N 2AX
Ordinay
100
Amounts owed by group undertakings are interest free and repayable on demand.
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
193,891
255,867
Amounts owed by group undertakings
5,352
-
199,243
255,867
PANDOX WONDERWALL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
2,160
-
0
Amounts owed to group undertakings
430,711
394,970
Corporation tax
9,051
-
0
Accruals and deferred income
16,145
27,728
458,067
422,698
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
46,658,087
47,083,145

Amounts owed to group undertakings relate to loans bearing interest at LIBOR + 1.75%, with a repayment date of 19 December 2027.

 

10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
100
100
100
100
11
Controlling Party
The immediate parent undertaking is SECH Holding AB., a company registered in the Sweden. The largest and smallest group to consolidate the results of this company are the group headed by Pandox AB. The ultimate parent undertaking is Pandox AB, a company registered in Sweden. Financial statements for Pandox AB are available from the following website:
https://www.pandox.se/investor-relations/financial-reports-and-presentations/
There is no individual ultimate controlling party
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