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Registered number: 14488543










MREF V MLP HOLDINGS LIMITED

UNAUDITED
FINANCIAL STATEMENTS

FOR THE PERIOD ENDED
31 DECEMBER 2023
 






 



 






 
MREF V MLP HOLDINGS LIMITED
REGISTERED NUMBER: 14488543

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£000

  

Current assets
  

Debtors: amounts falling due within one year
 7 
23,611

Cash at bank and in hand
 8 
3

  
23,614

Current liabilities
  

Creditors: amounts falling due within one year
 9 
(23,628)

Net current liabilities
  
 
 
(14)

Total assets less current liabilities
  
(14)

  

Net liabilities
  
(14)


Capital and reserves
  

Called up share capital 
 11 
-

Profit and loss account
 12 
(14)

  
(14)


The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 by: 




Charles Ferguson-Davie
Director

Date: 30 September 2024

The notes on pages 3 to 9 form part of these financial statements.

Page 1

 
MREF V MLP HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 16 November 2022
-
-
-



Loss for the period
-
(14)
(14)

Shares issued during the period
-
-
-


At 31 December 2023
-
(14)
(14)

The notes on pages 3 to 9 form part of these financial statements.

Page 2

 
MREF V MLP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

MREF V MLP Holdings Limited is a private company, limited by shares and incorporated in England and Wales, registration number 14488543. The registered office address is 10 Grosvenor Street, Mayfair, London, W1K 4QB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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).

These financial statements are presented in sterling, which is the functional currency of the Group and Company and rounded to the nearest £'000 unless otherwise stated.
The Company was incorporated on 16 November 2022 and began trading on that date. The financial statements cover the period from 16 November 2022 to 31 December 2023.

The following principal accounting policies have been applied:

  
2.2

Compliance with accounting standards

The financial statements have been prepared using FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from that standard.

 
2.3

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

Page 3

 
MREF V MLP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. In assessing the Company's ability to continue as a going concern, the Directors have reviewed the trading and cash flow forecasts of the Company against the available financing facilities and covenants which include the Directors' assessment of the impact of economic environment. The Company owes £23,611,004 to its parent company MREF V GP Limited on behalf of MREF V "B" Limited Partnership. This debt is interest free and repayable on demand. The Company has received confirmation from MREF V GP Limited on behalf of MREF V "B" Limited Partnership as ultimate controlling party that they do not intend to recall the loans owed by the Company within the next 12 months of signing the financial statements.
The Directors have given consideration as to the ability of the ultimate controlling parties to continue as a going concern and the ability of the parent to continue to provide such support as is necessary. The ultimate controlling party, MREF V "B" Limited Partnership has a combined total of Investor capital £179,466,000 as at 31 December 2023 which is then used to fund the Group through intercompany debt.
For the reasons set out above the Directors believe that the Company has the ability to continue to meet its liabilities as they fall due for at least 12 months from the date of the approval of the financial statements and therefore consider it appropriate to adopt a going concern basis in preparing the financial statements.

 
2.5

Taxation

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.

 
2.6

Debtors

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.

 
2.7

Cash and cash equivalents

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.

 
2.8

Creditors

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 4

 
MREF V MLP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 5

 
MREF V MLP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.


4.


Operating loss

The operating loss is stated after charging:

Period ended
31 December
2023
£000

Auditors' remuneration - audit services
7


5.


Employees




The Company has no employees other than the Directors, who did not receive any remuneration.

Page 6

 
MREF V MLP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Taxation


Period ended
31 December
2023
£000



Current tax on profits for the year
-


-


Factors affecting tax charge for the period

The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 25% as set out below:

Period ended
31 December
2023
£000


Loss on ordinary activities before tax
(14)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(4)

Effects of:


Unrelieved tax losses carried forward
4

Total tax charge for the period
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


7.


Debtors

2023
£000


Amounts owed by group undertakings
23,611


Amounts owed by group undertakings are interest free and repayable on demand.

Page 7

 
MREF V MLP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Cash and cash equivalents

2023
£000

Cash at bank and in hand
3



9.


Creditors: Amounts falling due within one year

2023
£000

Amounts owed to group undertakings
23,617

Accruals and deferred income
11

23,628


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


10.


Financial instruments

2023
£000

Financial assets


Financial assets measured at amortised cost
23,614


Financial liabilities


Financial liabilities measured at amortised cost
23,617


Financial assets measured at amortised cost comprise cash at bank and amounts owed by group undertakings.


Financial liabilities measured at amortised cost comprise amounts owed to group undertakings.

Page 8

 
MREF V MLP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Share capital

2023
£
Allotted, called up and fully paid


1,000 Ordinary shares of £0.01 each
10


During the period the Company issued 1,000 ordinary shares at par.


12.


Reserves

Profit and loss account

The profit and loss accounts represents cumulative profits and losses net of all adjustments.


13.


Related party transactions

The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A, from disclosing related party transactions with other group companies, on the grounds that 100% of the voting rights in the Company are controlled with the Group.


14.


Controlling party

The Company's immediate and ultimate controlling party is MREF V "B" Limited Partnership, a limited partnership registered in England and Wales.


Page 9