Company registration number 91678
THE TRAFFORD CENTRE FINANCE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
THE TRAFFORD CENTRE FINANCE LIMITED
COMPANY INFORMATION
Directors Fraser Pearce
Ira Panova
Richard Gordon
Secretary Allia Bond Services Limited
Company number 91678
Registered office Bridgestream Limited
One Nexus Way
Camana Bay
George Town
Grand Cayman KY1-1205
Cayman Islands
PO Box 31243
Independent auditor Deloitte LLP
2 New Street Square
London
EC4A 3BZ
THE TRAFFORD CENTRE FINANCE LIMITED
CONTENTS
Page
Directors' report 1 - 5
Independent auditor's report 6 - 11
Statement of profit or loss and other comprehensive income 12
Statement of financial position 13
Statement of changes in equity 14
Statement of cash flows 15
Notes to the financial statements 16 - 33
THE TRAFFORD CENTRE FINANCE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors of The Trafford Centre Finance Limited (the "Company") present their report and the financial
statements for the year ended 31 December 2025.
Incorporation
The Company is incorporated and registered in the Cayman Islands (Company number: 91678). The Company's
registered office is Bridgestream Limited, One Nexus Way, Camana Bay, PO Box 31243, George Town, Grand
Cayman KY1-1205, Cayman Islands.
Principal activity
The principal activity of the Company is the provision of financing to The Trafford Centre Limited (the "Borrower"),
which owns The Trafford Centre in Manchester, United Kingdom. This financing has been funded by the issue of
loan notes. The Company and the Borrower are part of a group of companies (the "Group") headed by NW Baroque
Limited (the "Group Parent") which also includes three intermediate holding companies.
As the Company is an issuer of listed debt on the London Stock Exchange it is required to comply with Disclosure
Guidance and Transparency Rules (DTR) obligations.
Results and dividends
The deficit for the year, after taxation, amounted to £214,000 (2024 - £144,000).
The directors do not recommend the payment of a dividend in respect of the year ended 31 December 2025 (2024:
£nil).
Directors
The directors who served during the year, and through to the date of this report, were:
Fraser Pearce
Ira Panova
Richard Gordon
Principal risks and uncertainties
As the Company's principal activity is to provide financing to the Borrower through issuance of loan notes on a
back-to-back basis, the Company's key risks and uncertainties are those faced by the Borrower to the extent that
they impact the Borrower's ability to meet its obligations to the Company. The key risks and uncertainties facing the
Company are set out below:
The Borrower operates predominantly in the retail property market and this sector, although improving, has
experienced significant structural change in recent years. Further, the macroeconomic backdrop in the UK also
remains uncertain, with increases in consumers' cost of living having a material impact on business models across
the sector. The Company is also monitoring the situation in the Middle East and in particular how this is affecting
energy prices which make up a substantial proportion of The Trafford Centre’s service charge budget and the
operational cost of tenants. These factors could impact the recoverability of the loan to the Borrower.
In addition to the specific risks mentioned above, other areas of risk that the directors and asset managers regularly
review and take appropriate action where necessary to mitigate the impact on the Company include:
(i) Availability of funds
Reduced availability of funds could limit liquidity, leading to restriction of investing and operating activities. The
directors of the Borrower regularly review the Company’s short and long term financing needs and take action to
ensure sufficient funding is in place and this includes maintaining regular dialogue with lending parties. Further
details of the directors' assessment of the Company’s liquidity can be found in the Going Concern section of this
report.
THE TRAFFORD CENTRE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
(ii) Macro economic
Prolonged weakness in the macroeconomic environment could impact the Company’s ability to deliver its strategy,
impact customer spending and reduce the Company’s financial performance indicators. To mitigate this risk, the
Company's directors regularly review the economic outlook against the Trafford Centre business plan and assess
the operational requirements necessary to maintain the quality and attractiveness of the Trafford Centre as a retail
destination for tenants and customers.
(iii) Risk related to fraud
The Company has recognised there is a threat from internal and external fraud. The Company continues to monitor
and strengthen its internal control system to mitigate its risk from fraud.
(iv) Data protection and privacy laws
As a data controller and processor of customer information, the Company recognises the importance of adhering to
data privacy laws. Failure to comply with data protection and privacy obligations may result in financial penalties,
regulatory oversight, significant brand damage, legal action (class action or breach of contract) and investor
divestment. The Company’s key suppliers meet all General Data Protection Regulations (GDPR) requirements and
have dedicated Data Protection Officers to monitor compliance.
(v) Interest rate risk
The Company is exposed to the risk of changing interest rates on the non-fixed rate element of its secured notes
but mitigates this risk through the use of interest rate swaps.
Going concern
The Trafford Group of companies (“the Group”) comprises NW Baroque Limited (the “Group Parent”) and five
subsidiary companies, Trafford Centre Group (UK) Limited ("TCGUKL", an intermediate holding company), two
other intermediate holding companies, the Company and The Trafford Centre Limited (the "Borrower").
The principal activity of the Company is the provision of financing to the Borrower. This is funded by the issue of
loan notes, which are senior creditors secured against the Trafford Centre and have a carrying value of £407 million
at 31 December 2025 (£435 million at 31 December 2024). The Company receives interest at rates equal to those
paid on its external debt plus 0.01% per annum on the average principal loan amount outstanding from the
Borrower. The Company also incurs costs which are funded on its behalf by TCGUKL. As a result, the Company’s
ability to continue as a going concern is dependent on the Borrower’s ability to continue funding its payments to the
Company. The Borrower in turn relies on support from TCGUKL which has mezzanine funding in place from the
Group Parent’s shareholder and lender, CPP Investment Board Real Estate Holdings Inc ("REHI"). As of 31
December 2025, the Company has a net current liability and total deficit of £1,005,000 (2024: net current liability
and total deficit of £791,000) which indicates that is also reliant on support from TGCUKL. The Company has
received a letter of support from TCGUKL which states that TCGUKL is prepared to continue to provide financial
support to the Company to ensure that it will be in a position to continue to operate as a going concern for at least
the next 12 months from the signing of these financial statements.
In April 2025, the mezzanine facility was extended until 31 December 2026 and the maximum commitment
increased to £430m. In February 2026, the term was then extended further to 31 December 2027. The Group of
which the Company is a part is within the UK REIT regime. A feature of the REIT structure is the requirement to
distribute a minimum of 90% of its qualifying profits to shareholders as dividends, known as Property Income
Distributions (PIDs). The increase in the mezzanine facility was to take into account the estimated PID payments for
2025 and 2026 to be paid by the Borrower. The mezzanine debt from REHI is non-interest bearing and repayable
on-demand, with the lender able to reinstate interest in the future if operating performance of the Group allows.
As at the date of signing these financial statements, there have been no further changes to the Group’s mezzanine
finance facility terms since February 2026 and the accordion feature (an additional credit facility that may be
accessed under certain circumstances under the mezzanine facility) remains undrawn. Furthermore, any future
drawdowns require lender consent.
As the mezzanine debt from REHI is repayable on demand, this creates a material uncertainty that the lender may
call back the facility in the going concern period and the Borrower will be unable to continue funding its payments to
the Company. However, it is not envisaged that the lender will recall the mezzanine debt.
THE TRAFFORD CENTRE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors have also reviewed both the Group’s consolidated financial performance and the Group’s liquidity
forecast for the period to 31 December 2027. The base case liquidity forecast includes operational net income,
committed and discretionary capex, interest and debt repayments. The forecast indicates that the Group will need to
draw down the full amounts of the committed mezzanine finance facilities to meet its liabilities as they fall due in the
forecast period. The base case scenario allows for a degree of variation in trading with sufficient mitigating actions
having been identified to cover the additional cashflow shortfalls arising. However, whilst the headroom on the base
case is adequate, any material deviation would require additional finance.
The directors further considered different downside scenarios (principally in relation to operational profits from the
Trafford Centre) for these liquidity forecasts with varying degrees of economic downturn reducing revenues from
rental collection rates, lower turnover rent and higher rate of tenant failure in the going concern assessment period
following the issuance of these financial statements. Under the most stressed scenario, to maintain sufficient Group
liquidity, it will require a reduction in discretionary capital expenditure, an acceleration of mezzanine finance facility
drawdowns or require additional funding from the accordion feature within the mezzanine finance facility which
requires REHI approval.
The directors have therefore concluded that a material uncertainty continues to exist relating to the going concern
as the Company is reliant on the continued support of its ultimate shareholder, which is not guaranteed, in relation
to:
the Mezzanine debt outstanding being repayable on demand by REHI;
any draw down under the accordion feature requiring REHI approval; and
the extension of the Mezzanine facility requiring REHI approval.
However, the directors continue to consider it a reasonable prospect that REHI would continue to provide their
support, as they have done so since taking ownership, in light of the recent extension of the mezzanine facility to 31
December 2027 and in light of a letter of intent received from REHI outlining their ongoing support to the Group. The
directors continue to monitor liquidity on an ongoing basis.
The events and conditions described above indicate that a material uncertainty exists that may cast significant
doubt on the Company’s ability to continue as a going concern and that it may be unable to realize its assets and
discharge its liabilities in the normal course of business. Having carefully considered this material uncertainty and
other factors outlined above, the directors have formed the judgement that it is appropriate to prepare the financial
statements on the going concern basis.
Future developments
The directors expect the business environment will remain uncertain given on-going geopolitical events. The
continuing hostilities in Ukraine, global macroeconomic implications of the policies of the government of the United
States, the war in Iran and wider geopolitical instability in the Middle East will likely constrain consumer confidence
levels. The Company's approach to these macroeconomic risks is described in the principal risks and uncertainties
section above.
Financial instruments
The Group has exposure to price, credit, liquidity and cash flow risks arising from its trading activities, all of which
are carried out in Sterling. The Company does not enter into any formally designed currency hedging transactions.
Interest rate swaps are used to economically hedge the interest rate risk on borrowings with variable rates and the
directors consider the level of risk to be acceptable. Hedge accounting as described under IFRS 9 has not been
applied. The financial risk management principles are considered in detail in note 14 to the financial statements.
THE TRAFFORD CENTRE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Directors' responsibilities statement
The directors are responsible for preparing the annual report and financial statements in accordance with applicable
law and regulations.
The applicable law requires the directors to prepare the financial statements for each financial year. Under that law
the directors have elected to prepare the financial statements in accordance with International Financial Reporting
Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).
Under applicable 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, International Accounting Standard 1 requires that directors:
Properly select and apply accounting policies;
Present information, including accounting policies, in a manner that provides relevant, reliable, comparable
and understandable information;
Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
Make an assessment of the Company's ability to continue as a going concern.
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 applicable law. 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.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
so far as the director is aware, there is no relevant audit information of which the Company's auditor is
unaware, and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any
relevant audit information and to establish that the Company's auditor is aware of that information.
Events after the reporting period
On 16 February 2026, the maturity date of the mezzanine finance facility commitment held by Trafford Centre Group
(UK) Limited was extended to 31 December 2027.
Auditor
Deloitte LLP is the independent auditor to the Company. A resolution proposing that they be re-appointed will be put
forward. Deloitte LLP has expressed their willingness to continue in office as auditor.
Secretary
The secretary of the Company for the year was Allia Bond Services Limited.
Qualifying third party indemnity provisions
The Company made no qualifying third party indemnity provisions for the benefit of the directors during the year
ended 31 December 2025 (2024: £nil).
THE TRAFFORD CENTRE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
This report was approved by the board and signed on its behalf.
..............................................
Fraser Pearce
Director
Date: ....................................
29 April 2026
THE TRAFFORD CENTRE FINANCE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025 2024
Notes £'000 £'000
Administrative expenses (259) (194)
Operating loss (259) (194)
Finance income 6 29,313 31,888
Finance costs 6 (29,268) (31,838)
Change in fair value of derivative financial asset 10 2,077 (15,748)
Change in fair value of derivative financial liability 10 (2,077) 15,748
Loss before taxation (214) (144)
Taxation 7 --
Loss and total comprehensive income for the
year
(214) (144)
Other comprehensive income in the current and prior year was £nil.
All items dealt within arriving at the loss for the current and prior year are attributable to the equity holders of the
Company and relate to continuing operations.
The notes on pages 16 to 33 form part of these financial statements.
THE TRAFFORD CENTRE FINANCE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
- 13 -
2025 2024
Notes £'000 £'000
Non-current assets
Derivative financial assets 10 7,704 5,288
Trade and other receivables 8 406,834 435,139
414,538 440,427
Current assets
Trade and other receivables 8 32,935 31,570
Cash and cash equivalents 1,028 957
33,963 32,527
Total assets 448,501 472,954
Non-current liabilities
Loans and borrowings 12 406,834 435,139
Derivative financial liabilities 10 7,704 5,288
414,538 440,427
Current liabilities
Trade and other payables 11 6,663 6,801
Loans and borrowings 12 28,305 26,517
34,968 33,318
Total liabilities 449,506 473,745
Net liabilities
(1,005) (791)
Issued capital and reserves
Called up share capital 13 --
Other reserves 113 113
Accumulated losses (1,118) (904)
Total deficit (1,005) (791)
The financial statements were approved by the board of directors and authorised for issue on 29 April 2026
and are signed on its behalf by:
..............................................
Fraser Pearce
Director
The notes on pages 16 to 33 form part of these financial statements.
THE TRAFFORD CENTRE FINANCE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share
capital
Other
reserves
Retained
earnings
Total
£'000 £'000 £'000 £'000
Balance at 1 January 2024 - 113 (760) (647)
Year ended 31 December 2024:
Loss and total comprehensive income - - (144) (144)
Balance at 31 December 2024 - 113 (904) (791)
Year ended 31 December 2025:
Loss and total comprehensive income - - (214) (214)
Balance at 31 December 2025 - 113 (1,118) (1,005)
The notes on pages 16 to 33 form part of these financial statements.
THE TRAFFORD CENTRE FINANCE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025 2024
Notes £'000 £'000 £'000 £'000
Cash flows from operating activities
Cash generated from/(used in) operations 17 325 (346)
Interest received 28,980 32,522
Interest paid (28,935) (32,472)
Net cash generated from/(used in) from operating
activities
370 (296)
Cash flows from financing activities
Proceeds received from group undertaking 26,743 115,366
Repayments of external borrowings (27,042) (115,366)
Net cash used in financing activities (299) -
Net increase/(decrease) in cash and cash
equivalents 71 (296)
Cash and cash equivalents at beginning of year 957 1,253
Cash and cash equivalents at end of year 1,028 957
The notes on pages 16 to 33 form part of these financial statements.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1 Reporting entity
The Trafford Centre Finance Limited (the "Company") is a private company limited by shares and incorporated
in the Cayman Islands. The Company's registered office is at Bridgestream Limited, One Nexus Way, Camana
Bay, George Town, Grand Cayman KY1-1205, Cayman Islands, PO Box 31243. The Company's principal
activity is providing financing to The Trafford Centre Limited.
2 Statement of compliance
The financial statements have been prepared in accordance with international accounting standards in
conformity with the requirements of the applicable laws and International Financial Reporting Standards (IFRS)
as issued by the IASB.
3 Basis of preparation
The financial statements are prepared on a going concern basis, under the historical cost convention except
for derivatives which are measured at fair value at each reporting date.
Items included in the financial statements are measured using the currency of the primary economic
environment in which it operates (''the functional currency''). The financial statements are presented in Pound
Sterling ("£"), which is the Company's functional currency.
Details of the Company's accounting policies, including any changes during the year, are included in note 4.
Since the principal activity of the Company is only the provision of financing to The Trafford Centre Limited, the
Company does not have any other operating segments and hence has not disclosed the further information
required under IFRS 8 'Operating Segments'.
The preparation of the financial statements in conformity with generally accepted accounting principles
requires the use of certain critical accounting estimates. It also requires management to exercise its judgement
in the process of applying the Company’s accounting policies.
There are no significant estimates or assumptions used in preparing these financial statements, and one
critical accounting judgement detailed below.
Critical accounting judgement
As noted in note 14, the contractual arrangements with the swap provider requires them to provide collateral to
the Company in certain circumstances. The swap provider has credited a bank account in the Company’s
name with £12.7 million (2024: £13.3m).
The Company does not control the cash account, does not benefit from interest earned on the account, cannot
demand the cash and can only transfer cash out under specific circumstances as set out in the swap
agreement. The account is in the name of the Company, the Company does have administrative management
of the account and bears credit risk in relation to default by the bank. As the value of the collateral required
changes over time, this amount in the swap account is transferred to/from the swap provider.
The Company has taken the judgement that this is not an asset of the Company and has not recognised it in
the statement of financial position. This judgement is based on the Company’s inability to control or benefit
from this cash until trigger event occurs.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3 Basis of preparation (Continued)
- 17 -
Changes in accounting policies
New standards, interpretations and amendments effective in the current year
Amendments to IAS 21 (Lack of Exchangeability) were effective for the current year but did not have any
material impact on the Company.
New standards, interpretations and amendments not yet effective
Effective from 1 January 2026 are amendments to IFRS 9 and 7 (Classification and Measurement of Financial
Instruments). The directors have assessed the impact of these and have concluded that these are not
expected to have a material effect on the financial statements of the Company.
Effective from 1 January 2027 are amendments to IFRS 18 (Presentation and Disclosure in Financial
Statements) and IFRS 19 (Subsidiaries without Public Accountability: Disclosures). The Company is currently
assessing the impact of IFRS 18 on its financial statements.
The Company has not early adopted any standard, interpretation or amendment in 2025 that was issued but is
not yet effective.
4 Material accounting policies
4.1 Going concern
The Trafford Group of companies (“the Group”) comprises NW Baroque Limited (the “Group Parent”) and five
subsidiary companies, Trafford Centre Group (UK) Limited ("TCGUKL", an intermediate holding company),
two other intermediate holding companies, the Company and The Trafford Centre Limited (the "Borrower").
The principal activity of the Company is the provision of financing to the Borrower. This is funded by the issue
of loan notes, which are senior creditors secured against the Trafford Centre and have a carrying value of
£407 million at 31 December 2025 (£435 million at 31 December 2024). The Company receives interest at
rates equal to those paid on its external debt plus 0.01% per annum on the average principal loan amount
outstanding from the Borrower. The Company also incurs costs which are funded on its behalf by TCGUKL.
As a result, the Company’s ability to continue as a going concern is dependent on the Borrower’s ability to
continue funding its payments to the Company. The Borrower in turn relies on support from TCGUKL which
has mezzanine funding in place from the Group Parent’s shareholder and lender, CPP Investment Board Real
Estate Holdings Inc ("REHI"). As of 31 December 2025, the Company has a net current liability and total
deficit of £1,005,000 (2024: net current liability and total deficit of £791,000) which indicates that is also reliant
on support from TGCUKL. The Company has received a letter of support from TCGUKL which states that
TCGUKL is prepared to continue to provide financial support to the Company to ensure that it will be in a
position to continue to operate as a going concern for at least the next 12 months from the signing of these
financial statements.
In April 2025, the mezzanine facility was extended until 31 December 2026 and the maximum commitment
increased to £430m. In February 2026, the term was then extended further to 31 December 2027. The Group
of which the Company is a part is within the UK REIT regime. A feature of the REIT structure is the
requirement to distribute a minimum of 90% of its qualifying profits to shareholders as dividends, known as
Property Income Distributions (PIDs). The increase in the mezzanine facility was to take into account the
estimated PID payments for 2025 and 2026 to be paid by the Borrower. The mezzanine debt from REHI is
non-interest bearing and repayable on-demand, with the lender able to reinstate interest in the future if
operating performance of the Group allows.
As at the date of signing these financial statements, there have been no further changes to the Group’s
mezzanine finance facility terms since February 2026 and the accordion feature (an additional credit facility
that may be accessed under certain circumstances under the mezzanine facility) remains undrawn.
Furthermore, any future drawdowns require lender consent.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
4 Material accounting policies (Continued)
- 18 -
As the mezzanine debt from REHI is repayable on demand, this creates a material uncertainty that the lender
may call back the facility in the going concern period and the Borrower will be unable to continue funding its
payments to the Company. However, it is not envisaged that the lender will recall the mezzanine debt.
The directors have also reviewed both the Group’s consolidated financial performance and the Group’s
liquidity forecast for the period to 31 December 2027. The base case liquidity forecast includes operational net
income, committed and discretionary capex, interest and debt repayments. The forecast indicates that the
Group will need to draw down the full amounts of the committed mezzanine finance facilities to meet its
liabilities as they fall due in the forecast period. The base case scenario allows for a degree of variation in
trading with sufficient mitigating actions having been identified to cover the additional cashflow shortfalls
arising. However, whilst the headroom on the base case is adequate, any material deviation would require
additional finance.
The directors further considered different downside scenarios (principally in relation to operational profits from
the Trafford Centre) for these liquidity forecasts with varying degrees of economic downturn reducing
revenues from rental collection rates, lower turnover rent and higher rate of tenant failure in the going concern
assessment period following the issuance of these financial statements. Under the most stressed scenario, to
maintain sufficient Group liquidity, it will require a reduction in discretionary capital expenditure, an
acceleration of mezzanine finance facility drawdowns or require additional funding from the accordion feature
within the mezzanine finance facility which requires REHI approval.
The directors have therefore concluded that a material uncertainty continues to exist relating to the going
concern as the Company is reliant on the continued support of its ultimate shareholder, which is not
guaranteed, in relation to:
the Mezzanine debt outstanding being repayable on demand by REHI;
any draw down under the accordion feature requiring REHI approval; and
the extension of the Mezzanine facility requiring REHI approval.
However, the directors continue to consider it a reasonable prospect that REHI would continue to provide their
support, as they have done so since taking ownership, in light of the recent extension of the mezzanine facility
to 31 December 2027 and in light of a letter of intent received from REHI outlining their ongoing support to the
Group. The directors continue to monitor liquidity on an ongoing basis.
The events and conditions described above indicate that a material uncertainty exists that may cast significant
doubt on the Company’s ability to continue as a going concern and that it may be unable to realize its assets
and discharge its liabilities in the normal course of business. Having carefully considered this material
uncertainty and other factors outlined above, the directors have formed the judgement that it is appropriate to
prepare the financial statements on the going concern basis.
4.2 Interest income
Interest income is recognised on a time apportioned basis using the effective interest method.
4.3 Borrowing costs
Borrowings are initially recognised at fair value taking account of attributable transaction costs and
subsequently carried at amortised cost with any transaction costs, premiums or discounts recognised over the
contractual life in the income statement using the effective interest method. In the event of early repayment, all
unamortised transactions costs are recognised immediately in profit or loss.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4 Material accounting policies (Continued)
- 19 -
4.4 Taxation
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or
substantively enacted, at the reporting date in the country where the Company operates and generates
taxable income.
Current income tax relating to items recognised directly in other comprehensive income (OCI) or equity is
recognised in OCI or in equity and not in profit or loss. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulations are subject to interpretation and
establishes provisions where appropriate.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax
liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all
deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred
tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be
utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to
the extent that it has become probable that future taxable profits will allow the deferred tax asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
4.5 Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, deemed deposits, and highly liquid investments
readily convertible within three months or less to know amounts of cash and subject to insignificant risk of
changes in value.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4 Material accounting policies (Continued)
- 20 -
4.6 Financial instruments
Classification
The Company classifies its financial assets and financial liabilities into those to be measured at amortised cost
and those to be measured subsequently at fair value.
Financial assets measured at amortised cost comprise trade and other receivables and cash and cash
equivalents. Financial liabilities measured at amortised cost comprise loans and borrowings and trade and
other payables.
Financial assets and liabilities measured at fair value comprise derivative financial instruments.
The carrying value of the amortised cost items are considered to be consistent with fair value, except as
shown in note 12.
The classification depends on the Company's business model for managing the financial instruments and the
contractual terms of the cash flows.
Assets measured at fair value are Financial Assets at Fair Value through Profit or Loss (FVPL) and Financial
Assets at Fair Value through Other Comprehensive Income (FVOCI), gains and losses of which will be
recorded in profit or loss or OCI respectively. For investments in equity instruments that are not held for
trading, this will depend on whether the Company has made an irrevocable election at the time of initial
recognition to account for the equity investment at FVOCI.
The Company reclassifies debt investments when and only when its business model for managing those
assets changes.
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs,
except for those carried at fair value through profit or loss which are measured initially at fair value.
Subsequent measurement of financial assets
Subsequent measurement of trade and other receivables depends on the Company's business model for
managing the asset and the cash flow characteristics of the asset.
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain or loss arising on derecognition
is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate line item in the statement of comprehensive
income.
Subsequent measurement of financial liabilities
Financial liabilities are subsequently measured at amortised cost.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4 Material accounting policies (Continued)
- 21 -
Impairment
The Company assesses on a forward-looking basis the expected credit loss associated with its debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether
there has been a significant increase in credit risk. This determination of expected credit losses is made using
macroeconomic information.
For trade receivables (including any intercompany receivable), the Company applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
Derecognition
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged, cancelled or expires.
4.7 Derivative financial instruments
The Company uses derivative financial instruments to manage exposure to interest rate risk. They are initially
recognised on the trade date at fair value and subsequently re-measured at fair value. In assessing fair value
the Company uses its judgement to select suitable valuation techniques and make assumptions which are
mainly based on market conditions existing at the balance sheet date. The fair value of interest rate swaps is
calculated by discounting estimated future cash flows based on the terms and maturity of each contract and
using market interest rates for similar instruments at the measurement date. These values are tested for
reasonableness based upon broker or counterparty quotes.
Amounts paid under interest rate swaps on obligations as they fall due are recognised in the statement of
comprehensive income as finance costs along with accrued interest at year end. Fair value movements on
revaluation of derivative financial instruments are showing in the statement of comprehensive income through
changes in fair value of derivative financial instruments. The Company does not currently apply hedge
accounting to its interest rate swaps. The fair values of derivative financial instruments are determined from
observable market prices or estimated suing appropriate yield curves at each reporting date by discounting
the future contractual cash flows to the net present value.
4.8 Expenses
All expenses are accounted for on an accruals basis. The administration fee and all other expenses are
charged through profit or loss as and when incurred.
4.9 Issued share capital
Ordinary shares are classified as equity.
4.10 Other reserves
Other reserves represent historic capital contributions made by shareholders.
5 Auditor's remuneration
Auditor's remuneration of £50,370 (2024: £47,970) was payable in respect of the audit of the Company's
financial statements. Non-audit fees of £23,500 (2024: £22,000) were paid for the review of the Company's
half-year financial statements.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
6 Finance income and costs
2025 2024
£'000 £'000
Finance income
Interest receivable from group companies 29,313 31,888
Finance expense
Interest on borrowings (29,268) (31,838)
Net finance income recognised in profit or loss 45 50
Change in fair value of derivative financial instruments
On derivative financial assets with The Trafford Centre Limited 2,077 (15,748)
On external derivative financial liabilities (2,077) 15,748
--
7 Taxation
The charge for the year can be reconciled to the loss per the income statement as follows:
2025 2024
£'000 £'000
Loss before taxation (214) (144)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%) (54) (36)
Movement in deferred tax not recognised 50 36
Corporate interest restriction disallowance 4 -
Taxation charge for the year --
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global
minimum effective tax rate of 15% (known as Pillar Two). The legislation implements a domestic top-up tax
and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. The
rules apply to multinational groups with global revenues exceeding a €750 million threshold, in line with
current Country-by-Country Reporting (CBCR) obligations. A group is defined as a collection of enterprises
that are consolidated for financial accounting purposes. The Group’s ultimate shareholder CPPIB is regarded
as an investment entity under IFRS 10 and therefore does not consolidate the results of its subsidiaries. The
Group therefore forms its own group for Pillar Two and given its turnover does not exceed the threshold the
directors believe the Group is not impacted.
Deferred tax
At the reporting date, the Company had £340,000 (2024: £142,000) of unutilised tax losses and £27,000
(2024: £10,000) of restricted corporate interest. No deferred tax asset has been recognised in respect of
these amounts due to uncertainty over the level and timing of future taxable profits against which the losses
can be utilised and uncertainty over the future interest capacity that would enable the past restrictions to be
reactivated.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
8 Trade and other receivables
2025 2024
£'000 £'000
Non-current
Loans to related parties 406,834 435,139
Current
Receivables from related parties 32,730 31,160
Other receivables 177 388
Prepayments 28 22
32,935 31,570
Total trade and other receivables 439,769 466,709
The amounts owed by related parties relate to an intercompany loan with the Borrower where the Company’s
borrowings with external parties are passed to the Borrower. The amounts owed are unsecured and the
repayment profile matches the maturity profile of the Company’s borrowings as the Borrower is required to
provide funds to the Company in order for it to meet its external obligations. The recoverability of this balance
has been reviewed and as a result no provision for expected credit losses is required.
Interest is due on the intercompany loans at rates equal to those paid on the external debt plus additional
interest of 0.01% per annum on the average principal loan amount outstanding. Interest is also due to cover
any fees and costs incurred by the Company.
Other receivables represent the timing differences where the Company has paid cash relating to the collateral
account as given in note 10.
9 Cash and cash equivalents
2025 2024
£'000 £'000
Cash at bank 1,028 957
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
10 Derivative financial instruments
All derivative financial instrument liabilities relate to interest rate swaps with an external counterparty which
are classified as fair value through profit or loss. All derivative financial instrument assets relate to interest rate
swap arrangements with the Borrower under the same terms as the interest rate swaps with the counterparty.
The financial instruments are classified in level 2 of the fair value measurement hierarchy.
2025 2024
£'000 £'000
Derivative financial assets
Interest rate swaps 7,704 5,288
Total derivatives not designated as hedging instruments 7,704 5,288
Total non-current derivative financial assets 7,704 5,288
Derivative financial liabilities
Interest rate swaps (7,704) (5,288)
Total derivatives not designated as hedging instruments (7,704) (5,288)
Total derivative financial liabilities (7,704) (5,288)
Within the derivative interest rate swap contracts with NatWest, a collateral account exists to collateralise the
Company against the fall in the credit rating of the facility provider. As at 31 December 2025, the collateral
value totalled £12,658,000 (2024: £13,269,000), for the benefit of the Company should the swap facility
provider NatWest default.
The movement on the interest rate swap asset and liability during the year is disclosed below:
2025 2024
£'000 £'000
Fair value
As at start of year 5,288 20,867
Movement in accrued swap interest 339 169
Change in fair value of derivative financial instruments 2,077 (15,748)
As at end of year 7,704 5,288
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
11 Trade and other payables
2025 2024
£'000 £'000
Current
Trade payables 5-
Amounts owed to fellow group undertakings 2,054 1,698
Accruals 4,604 5,103
6,663 6,801
Amounts owed to group undertakings are loan balances which are unsecured, repayable on demand and non-
interest bearing loans. No interest is charged on these amounts.
12 Loans and borrowings
The book value and fair value of borrowings are as follows:
Book value Fair value Book value Fair value
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Non-current
Loan amounts 406,834 403,326 435,139 401,911
Current
Loan amounts 28,305 29,116 26,517 26,257
Total 435,139 432,442 461,656 428,168
Bank borrowings
The secured notes have the benefit of a floating charge over all of the assets and undertakings of the
Company and in addition are secured against The Trafford Centre. Securitisation Agreements, together with
the benefit of a fixed legal charge over the land and buildings comprising The Trafford Centre, have been
granted by the Borrower. The Company has access to an £80m revolving credit facility which remains
undrawn at the reporting date and can be accessed under certain conditions.
Parent borrowings
On 30 September 2014 the Variable Rate Guaranteed Unsecured ("VRGU") Loan Notes 2014 as guaranteed
by the Royal Bank of Scotland Plc reached final maturity. At 31 December 2025, expired Loan Notes
amounting to £109,000 (2024: £109,000) have not yet been redeemed, and are redeemable on demand of the
holder. The terms of the Loan Notes allow for a 12 year expiry period from the final maturity date to such
amounts due, after which any unclaimed balances will revert to the Company. No further interest is payable
after the final maturity date.
The fair value of loans receivable are the same as the fair value of the loans and borrowings (disclosed in
note 8) due to the back to back nature of these instruments.
A detailed analysis of the secured loan notes is given on the next page.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12 Loans and borrowings (Continued)
- 26 -
2025
Floating rate Fixed rate Total
Class - interest - final maturity £'000 £'000 £'000
A2 secured - 6.5% - 2033 - 19,230 19,230
B secured - 7.03% - 2029 - 7,664 7,664
D1(N) secured - floating - 2035 1,935 - 1,935
Less: unamortised finance costs - (525) (525)
Current borrowings 1,935 26,369 28,304
A2 secured - 6.5% - 2033 - 161,841 161,841
A3 secured - floating - 2038 188,500 - 188,500
B secured - 7.03% - 2029 - 18,453 18,453
B secured - floating - 2038 20,000 - 20,000
D1(N) secured - floating - 2035 21,951 - 21,951
Less: unamortised finance costs - (3,910) (3,910)
Non-current borrowings 230,451 176,384 406,835
Total borrowings 232,386 202,753 435,139
2024
Floating rate Fixed rate Total
Class - interest - final maturity £'000 £'000 £'000
A2 secured - 6.5% - 2033 - 18,056 18,056
B secured - 7.03% - 2029 - 7,161 7,161
D1(N) secured - floating - 2035 1,825 - 1,825
Less: unamortised finance costs - (525) (525)
Current borrowings 1,825 24,692 26,517
A2 secured - 6.5% - 2033 - 181,071 181,071
A3 secured - floating - 2038 188,500 - 188,500
B secured - 7.03% - 2029 - 26,117 26,117
B secured - floating - 2038 20,000 - 20,000
D1(N) secured - floating - 2035 23,885 - 23,885
Less: unamortised finance costs - (4,434) (4,434)
Non-current borrowings 232,385 202,754 435,139
Total borrowings 234,210 227,446 461,656
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
13 Share capital
2025 2024
Number Number
Authorised, issued and fully paid
Ordinary shares of £1 each 2 2
14 Financial instruments - fair values and risk management
Financial risk management objectives
The Company's activities expose it to a variety of financial risks: market risk (including fair value interest rate
risk), credit risk and liquidity risk. The Company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's
financial performance.
Market risk
The Company's exposure to market risk is comprised of the following risks:
Foreign exchange risk
As at the year end, the Company is not exposed to material foreign exchange risk, as the majority of the
Company's transactions are in Pound Sterling which is the Company's functional and presentational currency.
It is also the Company's policy not to enter into any currency hedging transactions.
Cash flow and fair value interest rate risk
The Company's interest rate risk arises from borrowings (note 12). Borrowings are issued at fixed and floating
rates and therefore floating notes do expose the Company to cash flow interest rate risk.
Interest rate risk comprises of both cash flow and fair value risks. Cash flow interest rate risk is the risk that
the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Fair value
interest rate risk is the risk that the fair value of financial instruments will fluctuate as a result of changes in
market interest rates. The Company’s interest rate risk arises from borrowings issued at variable rates that
expose the Company to cash flow interest rate risk, whereas borrowings issued at fixed interest rates expose
the company to fair value interest rate risk. Bond debt and other capital market debt is issued at a mixture of
fixed and floating rates linked to SONIA - see note 12.
It is the Company's policy, and often a requirement of the Company’s lenders, to eliminate substantially all
exposure to interest rate fluctuations by using floating to fixed interest rate swaps (referred to as allocated
swaps) in order to establish certainty over cash flows. Such allocated swaps have the economic effect of
converting borrowings from floating to fixed rates. As a consequence, although the loans are back to back
having been onward leant to the borrower the Company is indirectly exposed to market price risk in respect of
the fair value of its fixed rate interest rate swaps.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14 Financial instruments - fair values and risk management (Continued)
- 28 -
Interest rate risk management
Interest rate sensitivity analysis
The impact on the total fair value of derivatives of a 50 basis point increase in the level of interest rates would
be a credit to profit or loss and increase in equity of £8.4 million (2024: £9.0 million). The impact of a 50 basis
point reduction in the level of interest rates would be a charge to profit or loss and decrease in equity of £8.8
million (2024: £9.4 million). In practice, a parallel shift in the yield curve is highly unlikely. However, the above
sensitivity analysis is a reasonable illustration of the possible effect from the changes in slope and shifts in the
yield curve that may occur. Due to offsetting loans and derivative contracts with the Borrower the impact of
interest rate movements on the Company is minimal as the cash flows from the assets and liabilities will be
symmetrical.
Interest rate swap contracts
Under interest rate swap contracts, the Company agrees to exchange the difference between fixed and
floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the
Company to mitigate the risk of changing interest rates on the fair value of issued fixed rate debt and the cash
flow exposures on the issued variable rate debt. The fair value of interest rate swaps at the end of the
reporting period is determined by discounting the future cash flows using the curves at the end of the reporting
period and the credit risk inherent in the contract, and is disclosed below. The average interest rate is based
on the outstanding balances at the end of the reporting period.
The following tables detail various information regarding interest rate swap contracts outstanding at the end of
the reporting period.
Notional principal value Fair value
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Fixed rate
4.66% 108,000 108,000 (5,582) (4,615)
4.20% 100,500 100,500 (1,557) (431)
4.34% 23,885 25,710 (565) (242)
232,385 234,210 (7,704) (5,288)
Each of the above swap contracts is to receive 3 month GBP SONIA and pay at the fixed rates set out above.
They are all due to expire in 2035.
Economically hedged items
The swap instruments have been used to economically hedge the £232.4 million (2024: £234.2 million) of
floating borrowings disclosed in note 12.
Capital risk management
The Company’s objectives when managing capital are to safeguard the ability to continue as a going concern,
so that the Company can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital
structure, the Company may adjust the amount of dividends paid to shareholders, return capital to
shareholders or issue new shares. The Company's issued share capital is as set out in note 13.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14 Financial instruments - fair values and risk management (Continued)
- 29 -
Credit risk management
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations.
The credit risk that the entity is exposed to relates to trade and other receivables, derivative finance asset and
cash and cash equivalents amounting to £439.8 million, £7.7 million and £1.0 million respectively.
The Company is wholly dependent on cash from the Borrower to pay its debts.
The expected credit loss of the Borrower has been considered and found to be low risk due to the Borrower
holding the investment property and therefore no provision has been made.
The credit risk relating to cash deposits is actively managed by the directors. Relationships are maintained
with a number of tier one institutional counterparties, ensuring compliance with the Group's policy relating to
limits on the credit ratings of counterparties (between B and A). All banks which hold Group cash and cash
equivalents at the reporting date have a credit rating of A (2024: A). Excessive credit risk concentration is
avoided through adhering to authorised limits for all counterparties.
There is £12.7 million (2024: £13.3 million) held in a deposit account, advanced by the swap counterparty to
the Class A3 Swap Agreement in order to fulfil certain obligations to provide collateral under that agreement.
Under the terms of a Deed of Charge the Company can only use this cash in specific circumstances in
connection with rights and obligations arising under the swap agreement. The secured noteholders (through
the Security Trustee) have the benefit of a fixed charge over the deposit account.
Fair value hierarchy
Level 1 - Valuation based on quoted market prices traded in active markets.
Level 2 - Valuation techniques are used, maximising the use of observable market data, either directly from
market prices or derived from market prices.
Level 3 - Where one or more inputs of the valuation are unobservable. Valuations at this level are more
subjective and therefore more closely managed, including sensitivity analysis of inputs to valuation models.
Such testing has not indicated that any material difference would arise due to a change in input variables.
Transfers into and out of the fair value hierarchy levels are recognised on the date of the event or change in
circumstance that caused the transfer. There were no transfers in or out for the above financial assets and
liabilities during the year. Valuation techniques for level 2 hierarchy financial assets and liabilities are
presented in the accounting policies.
There were no gains or losses arising on financial assets or liabilities recognised direct to equity (2024: £nil).
The fair values of quoted borrowings are based on the asking price. The fair values of derivative financial
instruments are determined from observable market prices or estimated using appropriate yield curves at
each reporting date by discounting the future contractual cash flows to the net present values. The only
financial assets and liabilities of the company recognised at fair value are derivative financial instruments.
These are all held at fair value through profit or loss and are categorised as level 2 in the fair value hierarchy
as explained above.
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14 Financial instruments - fair values and risk management (Continued)
- 30 -
Liquidity risk management
Liquidity risk is managed to enable the Company to meet future payment obligations when financial liabilities
fall due. Liquidity analysis is conducted to ensure that sufficient headroom is available to meet the operational
requirements and committed investments.
Liquidity and interest risk tables
The table below sets out the maturity analysis of the Company's non-derivative financial liabilities based on
the undiscounted contractual obligations to make payments of interest and to repay principal. Where interest
payment obligations are based on a floating rate the rates used are those implied by the par yield curve at the
end of the reporting period. The contractual maturity is based on the earliest date on which the Company may
be required to pay.
Carrying
amount
Total Within 1 year 1 - 5 years More than 5
years
£'000 £'000 £'000 £'000 £'000
31 December 2025
Borrowings 435,139 439,573 28,829 146,638 264,106
Interest on borrowings 4,526 152,966 23,321 88,409 41,236
Amounts owed to group 2,054 2,054 2,054 - -
Trade payables 5 5 5 - -
441,724 594,598 54,209 235,047 305,342
Carrying
amount
Total Within 1 year 1 - 5 years More than 5
years
£'000 £'000 £'000 £'000 £'000
31 December 2024
Borrowings 461,656 466,616 27,042 146,526 293,048
Interest on borrowings - 181,454 27,197 100,114 54,143
Amounts owed to group 1,698 1,698 1,698 - -
463,354 649,768 55,937 246,640 347,191
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14 Financial instruments - fair values and risk management (Continued)
- 31 -
The following table details the Company's liquidity analysis for its derivative financial instruments. The table
has been drawn up based on the undiscounted contractual net cash inflows and outflows on derivative
instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives
that require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has
been determined by reference to the projected interest rates as illustrated by the yield curves at the end of the
reporting period.
Within 1 year 1 - 5 years More than 5
years
£'000 £'000 £'000
31 December 2025
Net derivative (receipts)/payments (1,598) (6,340) (278)
Within 1 year 1 - 5 years More than 5
years
£'000 £'000 £'000
31 December 2024
Net derivative (receipts)/payments 466 (3,806) (3,118)
15 Related party transactions
The directors of The Trafford Centre Finance Limited consider its fellow group companies and parent
undertakings to be related parties of the Company.
The Trafford Centre Holdings Limited ("THCL") is the Company’s immediate parent company. The Trafford
Centre Investments Limited ("TCIL") is the immediate parent company of TCHL and Trafford Centre Group
(UK) Limited (the "Intermediate Group Parent") is the immediate parent company of TCIL. NW Baroque
Limited (the "Group Parent") is the ultimate parent company of the Group.
The Trafford Centre Limited (the "Borrower") is the Borrower of finance and a fellow subsidiary within the
Group.
Transactions with related parties
2025 2024
£'000 £'000
Transactions impacting on profit or loss for the year
Interest receivable from Borrower 29,313 31,888
Net change in fair value of derivative with Borrower (2,416) 15,579
Other transactions in the year
Loan repayments from Borrower (26,735) (116,254)
Payments made on behalf of the Company by the Borrrower (324) (164)
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15 Related party transactions (Continued)
- 32 -
Balances with related parties
2025 2024
£'000 £'000
Amounts due from related parties
Borrower - intercompany loan 439,564 466,299
Borrower - derivative financial instrument 7,704 5,288
Amounts due to related parties
Borrower (1,389) (1,065)
Intermediate Group Parent (665) (633)
All related party balances are unsecured and all transactions are carried out on an arms length basis.
16 Employees and directors
The Company had two executive directors (who were its only employees) and one non-executive director
during both the current and prior year. They are the key management personnel of the Company.
Staff costs, which comprise the directors' remuneration, for the year were £10,000 (2024: £10,000). There
were no other benefits paid to the directors in either the current or prior year.
17 Cash generated from/(absorbed by) operations
2025 2024
£'000 £'000
Loss for the year before and after taxation (214) (144)
Adjustments for:
Finance income (29,313) (31,888)
Finance costs 29,268 31,838
Change in fair value of external derivative financial liabilities 2,077 (15,748)
Change in fair value of derivative financial assets with The
Trafford Centre Limited
(2,077) 15,748
Movements in working capital:
Decrease/(increase) in trade and other receivables 205 (407)
Increase in trade and other payables 379 255
Cash generated from/(absorbed by) operations 325 (346)
THE TRAFFORD CENTRE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
18 Analysis of changes in net financing
1 January
2025
Cash flows Non-cash
changes
31 December
2025
Year ended 31 December 2025 £'000 £'000 £'000 £'000
Cash at bank available on demand 957 71 - 1,028
Borrowings (including accrued interest thereon) (466,700) 27,042 (7) (439,665)
(465,743) 27,113 (7) (438,637)
1 January
2024
Cash flows Non-cash
changes
31 December
2024
Year ended 31 December 2024 £'000 £'000 £'000 £'000
Cash at bank available on demand 1,253 (296) - 957
Borrowings (including accrued interest thereon) (582,509) 115,366 443 (466,700)
(581,256) 115,070 443 (465,743)
Non-cash changes relate to the amortisation of loan issue costs and the movement in the interest accrual.
19 Controlling party
Canada Pension Plan Investment Board ("CPPIB") is the Company's ultimate parent undertaking and
controlling party, its registered address being CPPIB Credit Investments Inc, 1 Queen Street East, Suite 2500,
Toronto ON, MSC 2W5, Canada.
The Company and the Group are included in the consolidated financial statements of CPPIB which can be
found at System for Electronic Document Analysis and Retrieval ("SEDAR").
NW Baroque Limited is the Parent of the Group, which is the smallest group to prepare consolidated financial
statements that include the Company. These financial statements are available from Companies House.
The immediate parent company is The Trafford Centre Holdings Limited. The Trafford Centre Holdings Limited
is not required to prepare consolidated accounts and its registered office is Second Floor, Cheyne House
Crown Court, 62-63 Cheapside, London, England, EC2V 6AX.
20 Events after the reporting date
On 16 February 2026, the maturity date of the mezzanine finance facility commitment held by Trafford Centre
Group (UK) Limited was extended to 31 December 2027.