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Financial Statements
Wirefox Castle Limited
For the year ended 31 December 2024
Registered number: NI645605
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Company Information
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Chartered Accountants & Statutory Auditors
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12 - 15 Donegall Square West
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Contents
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Independent auditors' report
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Consolidated balance sheet
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Notes to the financial statements
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Independent auditors' report to the members of Wirefox Castle Limited
We have audited the financial statements of Wirefox Castle Limited (the 'parent Company') and its subsidiaries (the 'Group'), which comprise , the Consolidated and Company Balance sheets for the financial year ended 31 December 2024, and the related notes to the financial statements, including a summary of 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, Wirefox Castle Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 December 2024 and of the Group financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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.
Material uncertainty relating to going concern
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In forming our opinion, which is not modified, we draw attention to the disclosures made in the Directors’ Report and Note 2.2 of the financial statements concerning the group’s ability to continue as a going concern.
As discussed more fully in the Directors’ Report and Note 2.2 to the accounts, the Group’s trade is through its subsidiary Wirefox Castle Property Limited (“the subsidiary”). The subsidiary’s external debt due to the lender of £77.5m fell due for repayment in June 2022. As interest continues to be charged, this debt amounts to £89.8k at year end. No formal arrangement has been agreed since that date. However, the subsidiary maintains good relations with the lender and is in regular communication regarding the performance of the business. It is the intention of the subsidiary that they will come to an arrangement with the lender in relation the debt which will allow the subsidiary to continue to trade, as well as make capital investment.
If an agreement is not reached with the lender, and they call in the debt, the Group would be unable to continue as a going concern. As an agreement has not been reached, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the group’s ability to continue as a going concern.
Page 1
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Independent auditors' report to the members of Wirefox Castle Limited (continued)
The financial statements have been prepared on a going concern basis which assumes that the group will continue in operational existence for the foreseeable future. The validity of this assumption, as stated in Note 2.2 depends on the relationship and intention with the external lenders and the equity investors, including the reasonable expectation that an agreement will be reached. In addition, the group has cash reserves for operational and capital purposes totalling £2,954,252 that will be utilised to continue ongoing operations, in addition to paying down on the interest due to the lender.
The financial statements do not include any adjustments that might be necessary should the group be unable to continue in existence.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting is appropriate. Our responsibilities, and the responsibilities of the directors in respect of going concern, are described in the relevant sections of this report.
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon, including the Directors' report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 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.
Page 2
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Independent auditors' report to the members of Wirefox Castle Limited (continued)
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment we have 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company 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 take advantage of the small companies' exemptions from the requirement to prepare a Group strategic report or in preparing the Directors' report.
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.
Page 3
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Independent auditors' report to the members of Wirefox Castle Limited (continued)
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of an auditor's 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 auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Data Privacy Laws, Environmental Regulations and Health and Safety laws, and we considered the extent to which non-compliance might have a material effect on the consolidated financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. 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 risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Page 4
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Independent auditors' report to the members of Wirefox Castle Limited (continued)
We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
The group engagement team shared the risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work.
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the polices and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Group’s regulatory and legal correspondence and review of minutes of Board meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating an allowance for the recoverability of debtors, useful economic lives of tangible assets, carrying value of investments and long term contract revenue; and
∙review the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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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.
Louise Kelly FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants
Statutory Auditors
Belfast
Date: 7 August 2025
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Wirefox Castle Limited
Registered number:NI645605
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Consolidated balance sheet
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Equity attributable to owners of the parent Company
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The 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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 August 2025.
The notes on pages 8 to 18 form part of these financial statements.
Page 6
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Wirefox Castle Limited
Registered number:NI645605
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Company balance sheet
As at 31 December 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Profit and loss account brought forward
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Profit/(loss) for the year
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Profit and loss account carried forward
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 August 2025.
The notes on pages 8 to 18 form part of these financial statements.
Page 7
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Notes to the financial statements
For the year ended 31 December 2024
Wirefox Castle Limited is a company limited by shares incorporated in Northern Ireland. The registered office is 2 Downshire Road, Holywood, BT18 9LU. The principal activity of the group is the rental of investment property.
2.Accounting policies
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Basis of preparation of financial statements
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The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The financial statements are presented in Sterling (£).
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Page 8
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
The group’s trade is through it’s subsidiary Wirefox Castle Property Limited (“the subsidiary”). During the current year, the subsidiary obtained an external valuation of the property which resulted in an fair value gain of £3.4m to bring the closing value of the property to £48.4m The related debt on the balance sheet at the year-end amounts to £89.8m to external lenders.
The external debt due to the lender fell due for repayment in June 2022. Since this date, the lender has issued numerous standstill agreements, the last one which was issued in October 2022 providing a stay on enforcement until 9th December 2022. Following this, the lender confirmed on 19th December 2022 that they are unable to issue a revised standstill but confirmed no enforcement action would be taken, and a revised position would be formalised at the beginning of 2023. However, as at the signing date, no agreement has been reached, nor any update to the standstill agreement. The subsidiary is also incurring default interest charges which are being rolled up into the loan liability. The closing balance of the loan liability as at 31 December 2024 is £89.8m.
During this period, the property is generating strong cashflows and any surplus after all operational commitments have been met is paid to the lender towards the interest charge. Furthermore, the subsidiary maintains good relations with the lender and is in regular communication regarding the performance of the business. It is the intention of the subsidiary that they will come to an arrangement with the lender in relation the debt which will allow the company to continue to trade, as well as make capital investment. This, combined with existing cash reserves for operational and capital purposes totalling £2,954,273 at the year end, would allow the entity to service its existing external loan and to continue ongoing operations.
If an agreement is not reached with the lender, and they call in the debt, the group would be unable to continue as a going concern. As an agreement has not been reached, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the group’s ability to continue as a going concern.
Management’s evaluation of the group’s ability to continue to adopt the going concern basis of accounting includes consideration of the relationship and intention with the external lenders, including the reasonable expectation that an agreement will be reached. The directors are continually working to engage additional tenants to generate further rental income. In addition, the group has cash reserves totalling £2,954,273 that will be utilised to continue ongoing operations, in addition to paying down on the interest due to the lender
Page 9
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rental of investment property
Revenue from a contract to lease the property is recognised in the period in which the property is occupied. Any rent free periods included within the lease agreement are spread across the useful life of the lease, when all of the following conditions are satisfied:
- the amount of revenue can be measured reliably; and
- it is probable that the Group will receive the consideration due under the contract.
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Operating leases: the Group as lessor
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Rental income from operating leases is credited to profit or loss on a straight line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 10
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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 and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Investment property is carried at fair value determined annually at each reporting date as derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Consolidated statement of comprehensive income.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 11
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Group 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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
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 Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Page 12
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are required when applying accounting policies. These 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 Group makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
a) Impairment of receivables
Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the aging profile of debtors are considered.
b) Market value of investment property
Estimates are made in respect of the market value of investment property. When assessing the market value of these assets, factors including current rent receivable and available data on current market yields and activity are considered.
c) Allowances for impairment of financial assets
Investment in subsidiary undertakings is measured at cost less accumulated impairment. Where there is an indication of impairment the recoverable amount is estimated and compared with the carrying amount. The estimate of recoverable amount is considered in light of the trading and balance sheet strength of the subsidiary together with the directors' best estimate of future performance of the subsidiary.
Page 13
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Notes to the financial statements
For the year ended 31 December 2024
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The Company has no employees other than the directors, who did not receive any remuneration (2023: £Nil).
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
Name Country of incorporation Principal activity Class of Holding (%)
shares
Wirefox Castle Property Northern Ireland Rental of Investment Ordinary 100 Limited property
The registered office of the subsidiary is 2 Downshire Road, Holywood, BT18 9LU.
Page 14
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Notes to the financial statements
For the year ended 31 December 2024
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Freehold investment property
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The 2024 valuations were made by an independent professional valuers, CBRE NI, on an open market value for existing use basis. The valuer was a Chartered Member of the Royal Institution of Chartered Surveyors.
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Debtors: Amounts falling due within one year
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Prepayments and accrued income
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Cash and cash equivalents
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Page 15
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Notes to the financial statements
For the year ended 31 December 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Loans are secured by a fixed and floating legal charge over the Group's investment property.
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Page 16
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Notes to the financial statements
For the year ended 31 December 2024
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Commitments under operating leases
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At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Allotted, called up and fully paid
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673,850 (2023 - 673,850) Ordinary 'A' shares of £1.00 each
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66,711,150 (2023 - 66,711,150) Ordinary 'B' shares of £1.00 each
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Profit and loss account
This includes all current retained profits and losses.
Called up share capital
Share capital represents the nominal value of shares issued.
Page 17
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Notes to the financial statements
For the year ended 31 December 2024
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Related party transactions
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The Company has availed of the exemption in FRS102 Section 33, Paragraph 33.1A which allows nondisclosure of transactions between members of the group headed by Wirefox Castle Limited, on the grounds that 100% of voting rights are controlled within that group.
The Company is related to Wirefox Management Limited by virtue of common director and shareholder.
The following related party transactions were undertaken during the year:
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Management fees paid to Wirefox Management Limited
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All balances had been discharged in full at the balance sheet date (2023: £NIL).
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Post balance sheet events
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There are no post balance sheet events of note.
The Company is ultimately controlled by Crystal Castle Developments Limited, a company registered in the British Virgin Islands.
Page 18
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