REGISTERED NUMBER: 09583193 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Arcade Retail Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr L J A Guy

Mrs C Spire

Mrs S Yaneva

REGISTERED OFFICE:

78 York Street

London

W1H 1DP

REGISTERED NUMBER:

09583193 (England and Wales)

FIXED ASSETS

Investments

6

36

36

CURRENT ASSETS

Debtors

7

449,236

781,947

Cash in hand

26,833

89,997

476,069

871,944

CREDITORS

Amounts falling due within one year

8

3,152,766

3,610,530

NET CURRENT LIABILITIES

(2,676,697

)

(2,738,586

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,676,661

)

(2,738,550

)

PROVISIONS FOR LIABILITIES

14,110

14,110

NET LIABILITIES

(2,690,771

)

(2,752,660

)

CAPITAL AND RESERVES

Called up share capital

900

900

Share premium

799,200

799,200

Retained earnings

(3,490,871

)

(3,552,760

)

(2,690,771

)

(2,752,660

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr L J A Guy - Director

1.	STATUTORY INFORMATION

Arcade Retail Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the Company has transferred the significant risks and reward of ownership to the buyer;

- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Going concern

The directors, in their consideration of going concern, have reviewed the company's future cash flow forecasts and revenue projects which they believe are based on market data and past experience of similar sectors. The company is subject to a number of significant risks and uncertainties, which could affect the company's ability to meet these forecasts. The directors believe that the company is adequately placed to manage its business risks.

After making enquiries, and taking into account the above, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the financial statements.The company continues to have the support of its majority shareholder.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses.

Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted.

Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Short term debtors and creditors

Short term debtors and creditors with no stated interest rate are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

5.	AUDITORS' REMUNERATION

31.12.24

31.12.23

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

-

770

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

£

COST

At 1 January 2024

and 31 December 2024

36

NET BOOK VALUE

At 31 December 2024

36

At 31 December 2023

36

As a result of reorganisation during the year the process has begun to liquidate the Bulgarian subsidiary company, Arcade Retail EOOD. Formal confirmation of liquidation had not been received at date of signature.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

317,078

492,080

Amounts owed by group undertakings

131,260

137,833

Other debtors

898

152,034

449,236

781,947

Amounts owed by group undertakings are repayable on demand, are unsecured and accrue no interest.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts

-

30,000

Trade creditors

664,423

931,848

Amounts owed to group undertakings

2,272,820

2,321,391

Taxation and social security

8,084

6,480

Other creditors

207,439

320,811

3,152,766

3,610,530

9.	PENSION COMMITMENTS

Arcade Retail Ltd operates a defined contribution scheme.

The assets of the scheme are held separately from the company. No contributions were made during the year.

10.	CAPITAL COMMITMENTS

There were no capital commitments at balance sheet date.

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

12.	ULTIMATE CONTROLLING PARTY

During 2023 the company issued new shares with the resulting change in control:

Guy Capital Ltd, a company registered in England and Wales, located at 78 York Street, London, W1H 1DP now has an ownership share of 61%.

We Are Pentagon Group Ltd, located at 78 York Street, London, W1H 1DP retains an ownership share of 11%.

Mr A M G Gerrie holds an ownership share of 28%.

The ultimate controlling party is Mr L Guy, by virtue of his majority share ownership of the parent company.