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Financial Statements
Wirefox Castle Property Limited
For the year ended 31 December 2025
Registered number: NI646009
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Wirefox Castle Property Limited
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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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Wirefox Castle Property Limited
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Contents
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Independent auditor's report
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Notes to the financial statements
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Independent auditor's report to the members of Wirefox Castle Property Limited
We have audited the financial statements of Wirefox Castle Property Limited, which comprise the Statement of comprehensive income, the Balance sheet and the Statement of changes in equity for the financial year ended 31 December 2025, 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 Property 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 Company as at 31 December 2025 and of its 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 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 related 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 company’s ability to continue as a going concern.
As discussed more fully in the Directors’ Report and Note 2.2 to the accounts, the external debt due to the lender of £77.5m fell due for repayment in June 2022. As interest continues to be charged, the related debt on the balance sheet at the year-end amounts to £96.0m to external lenders at year end. No formal arrangement has been agreed since that date. However, the company maintains good relations with the lender and is in regular communication regarding the performance of the business. It is the intention of the company that they will come to an arrangement with the lender in relation to the debt, which will allow the company 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 company 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 company’s ability to continue as a going concern.
Page 1
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Independent auditor's report to the members of Wirefox Castle Property Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's 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.
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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.
Page 2
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Independent auditor's report to the members of Wirefox Castle Property Limited (continued)
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 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 Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
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 Auditor's 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).
Page 3
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Independent auditor's report to the members of Wirefox Castle Property Limited (continued)
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 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 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. 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.
Responsibilities of the auditor for the audit of the financial statements (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
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 Company's regulatory and legal correspondence and review of minutes of the board of directors 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 impairment of debtors and estimating the useful economic lives of tangible assets; 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.
Page 4
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Independent auditor's report to the members of Wirefox Castle Property Limited (continued)
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
23 September 2026
Page 5
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Wirefox Castle Property Limited
Registered number:NI646009
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Balance sheet
As at 31 December 2025
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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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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 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 23 September 2026.
The notes on pages 7 to 13 form part of these financial statements.
Page 6
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Wirefox Castle Property Limited
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Notes to the financial statements
For the year ended 31 December 2025
Wirefox Castle Property 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 Company is the rental of investment property.
2.Accounting policies
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Basis of preparation of financial statements
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The 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 management to exercise judgement in applying the Company's accounting policies (see note 3).
Financial statements are presented in sterling (£).
The following principal accounting policies have been applied:
In 2024, Wirefox Castle Property Limited (“the company”) obtained an external valuation of the property which resulted in a 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 £96.0m (2024 - £89.9m) 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 9 December 2022. Following this, the lender confirmed on 19 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 company 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 2025 is £96.0m (2024 - £89.9m).
During this period, the property is generating positive cashflows and any surplus after all operational commitments have been met is paid to the lender towards the interest charge. Furthermore, the company maintains good relations with the lender and is in regular communication regarding the performance of the business. It is the intention of the company 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 £2.4m (2024 - £3.0m) 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 company 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 company’s ability to continue as a going concern.
Page 7
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Wirefox Castle Property Limited
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Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Going concern (continued)
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Management’s evaluation of the company’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 company has cash reserves totalling £2.43m (2024 - £3.0m) that will be utilised to continue ongoing operations, in addition to paying down on the interest due to the lender.
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:
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;
∙it is probable that the Company will receive the consideration due under contract.
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Operating leases: the Company 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 8
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Wirefox Castle Property Limited
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Notes to the financial statements
For the year ended 31 December 2025
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 operates and generates 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.
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.
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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.
Page 9
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Wirefox Castle Property Limited
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Notes to the financial statements
For the year ended 31 December 2025
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Judgements 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 company 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) Recoverability of debtors
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.
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The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
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Freehold investment property
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The 2024 valuation was prepared by CBRE NI, independent professional valuers, on an open market value for existing use basis. The valuer was a Chartered Member of the Royal Institution of Chartered Surveyors. The 2024 valuation resulted in a fair value gain of £3.4m recognised in the prior year. No independent external valuation was obtained during 2025. The directors have assessed the fair value of the property at 31 December 2025 by reference to current rental income, occupancy levels and market evidence and consider the carrying value to be a reasonable approximation of fair value.
Page 10
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Wirefox Castle Property Limited
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Notes to the financial statements
For the year ended 31 December 2025
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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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 Company's investment property.
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Page 11
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Wirefox Castle Property Limited
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Notes to the financial statements
For the year ended 31 December 2025
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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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Commitments due under operating leases as lessor
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At 31 December 2025 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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43,250,001 (2024 - 43,250,001) Ordinary shares of £1.00 each
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Page 12
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Wirefox Castle Property Limited
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Notes to the financial statements
For the year ended 31 December 2025
Other reserves
This reserve includes capital contributions from the Company's parent.
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.
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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 non- disclosure 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 (2024: £Nil)
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Post balance sheet events
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There are no post balance sheet events of note.
The Company's parent is Wirefox Castle Limited, a company registered in Northern Ireland. The smallest and largest group which the results of Wirefox Castle Property Limited is included in is that headed by Wirefox Castle Limited. The Company is ultimately controlled by Crystal Castle Developments Limited a company registered in British Virgin Islands.
Page 13
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