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Registered number: 14340285










M7 REAL ESTATE LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
M7 REAL ESTATE LTD
 
 
COMPANY INFORMATION


Directors
D C Ebbrell 
D J Simmonds 
H M C Fraser (appointed 15 July 2024)
M L S Knatchbull (appointed 18 July 2024)
T J Pearman (appointed 19 July 2024)




Registered number
14340285



Registered office
10 Queen Street Place

London

United Kingdom

EC4R 1AG




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
M7 REAL ESTATE LTD
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 27


 
M7 REAL ESTATE LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report and the financial statements for the year ended 31 December 2024.

Business review
 
M7 Real Estate Ltd is one of the leading specialists in the pan-European regional, multi-let real estate market.
 
The Company reported revenue of £21.5m (2023: £16.5m) for the period. The increase was driven by transaction fee income.
 
The net loss was reduced in 2024 due to a lower cost-base and 2023 included some large, one-off provisions which resulted in a reduction of administrative expenses from £39.7m in 2023 to £28.5m in 2024.
 
The war in Ukraine, escalations in the Middle East and higher than expected interest rates has resulted in another challenging year for commercial real estate.
 
Despite the market conditions, the assets managed by the Group continued to perform well throughout 2024. High levels of rent collections were maintained across the Group’s aggregate portfolios which resulted in stable management fees for the Group. Significant leasing success was also achieved across the assets under management in 2024. 

Principal risks and uncertainties
 
The Company is a subsidiary of M7 Real Estate Group Holdings Ltd (“Group”).
Risks and uncertainties that directly impact the Group may also indirectly impact the Company. Accordingly, the below risks are Group risks which are of relevance to the Company.
The directors believe that the principal risks to the business continue to be the potential effects of suddenly changing and deteriorating market conditions, potential consequences of regional and global political risk and the possible loss of investment and asset management contracts.
The directors have also identified that the Group has exposure to the following financial risks and have taken reasonable steps to mitigate these risks.
Foreign exchange transactional currency exposure
The Group is exposed to currency exchange rate risk due to a proportion of its receivables and operating expenses being denominated in non-sterling currencies. The Group monitors its foreign exchange exposure on a regular basis and ensures timely receipt and payment of Euro balances, where possible.
Liquidity risk
The objective of the Group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Group expects to meet its financial obligations through operating cash flows. If the operating cash flows were insufficient to cover all its financial obligations, the Group has credit facilities available. 
Customer credit exposure
For the most part, the Group invoices management fees quarterly in arrears. The Group is at risk to the extent that a customer may be unable to pay the debt on the specified due date. This risk is mitigated by the strong on-going relationships with tenants in the various funds (a core component of the Group’s overarching asset management philosophy).


 
Page 1

 
M7 REAL ESTATE LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Interest rate risk
The Group borrows from its bankers using either overdrafts or loans whose tenure depends on the nature of the asset and management's view of the future direction of interest rate.
Political / Economic Risk
Political and macroeconomic events present risks to the real estate and financial markets that affect the Group. For example: (i) any further increases in interest rates; (ii) any potential impact or inflationary pressures arising from the war in Ukraine or the Middle East.

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors are well aware of their duty under s.172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:
- the likely consequences of any decision in the long term;
- the interests of the Company's employees;
- the need to foster the Company's business relationships with suppliers, customers and others;
- the impact of the Company's operations on the community and the environment;
- the desirability of the Company maintaining a reputation for high standards of business conduct; and
- the need to act fairly as between members of the Company.
Long-term impact
The Board regularly updates the Company, the Group and its stakeholders on current business affairs and in doing so, considers the long-term consequences of the decisions made. All decisions are reasoned and challenged at Board meetings before being finalised in order to ensure that their impact is well considered.
Colleagues
Colleagues are dedicated to providing our service to the highest possible standard so that the business can thrive. Various activities and forums to foster participation in Company events are held together with regular staff surveys and events. The Board encourages staff to progress and grow, and provides them with clear career development and promotion opportunities.
Customers
Our customers are concerned with receiving high-quality asset and investment management and the Company  continues to go above and beyond to meet these demands.
Communities
The Company is committed to supporting causes in the community and colleagues and other stakeholders are encouraged to partake in charitable activities. Charitable donations are made by the Board following careful evaluation of competing claims.


This report was approved by the board and signed on its behalf.



D J Simmonds
Director

Date: 30 April 2025

Page 2

 
M7 REAL ESTATE LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company 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, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £8,973,955 (2023 - £31,452,718).

Directors

The directors who served during the year were:

D C Ebbrell 
D J Simmonds 
H M C Fraser (appointed 15 July 2024)
M L S Knatchbull (appointed 18 July 2024)
T J Pearman (appointed 19 July 2024)

Page 3

 
M7 REAL ESTATE LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

Looking ahead to 2025, the wider sentiment from a capital markets perspective is showing signs of improved sentiment, with increased confidence following values stabilising, more stubborn inflation pressures easing, and softer forward looking guidance regarding interest rate falls. This has led to growing confidence within capital markets, tempered by the wider acceptance that rates will stay higher for longer.
In January 2025, a new strategic partnership between AustralianSuper and Oxford Properties Group was announced. This new partnership aims to build a significant industrial and logistics venture across Europe, which will be managed by M7 Real Estate Ltd. 

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

In January 2025, a new strategic partnership between AustralianSuper and Oxford Properties Group was announced. This new partnership aims to build a significant industrial and logistics venture across Europe, which will be managed by M7 Real Estate Ltd.  
 
The joint venture completed on 22 April 2025 and AustralianSuper acquired a 50% stake in Oxford’s European industrial and logistics portfolio currently managed by M7 Real Estate Ltd, as well as a 50% stake in M7 Real Estate Ltd.  
 
This new partnership will provide further capital to fund the growth of the portfolio, known as the European Supply Chain Income Partnership (ESCIP) with a target GAV of circa £3.7B over the next three to five years.
On 9 January 2025, £19,350,000 of the intercompany loan was waived and £18,097,818 was capitalised via the issue of 10 shares with a £1 nominal value and a £1,809,780.80 premium on each share.

Auditors

The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





D J Simmonds
Director

Date: 30 April 2025

Page 4

 
M7 REAL ESTATE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M7 REAL ESTATE LTD
 

Opinion


We have audited the financial statements of M7 Real Estate Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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 Auditors' responsibilities 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, including the Financial Reporting Council's Ethical Standard and 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
M7 REAL ESTATE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M7 REAL ESTATE LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.


Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, 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, the directors are 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 the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
M7 REAL ESTATE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M7 REAL ESTATE LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our 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.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
 
Based on our understanding of the Company and industry, we identified the principal risks of non-compliance  with laws and regulations related to regulatory requirements for the company and trade regulations, 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 the Companies Act 2006 and income tax, payroll tax and sales tax.
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 revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
 
 inspecting correspondence with regulators and tax authorities;
discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
evaluating management's controls designed to prevent and detect irregularities;
identifying and testing journals, selecting journals for testing based on our fraud risk assessment; and
challenging assumptions and judgements made by management in their critical accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our 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 Auditors' Report.


Page 7

 
M7 REAL ESTATE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M7 REAL ESTATE LTD (CONTINUED)


Use of our report
 

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 2006Our 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 Auditors' 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.





Jessica Edwards (Senior Statutory Auditor)
  
for and on behalf of
HaysMac LLP
 
Statutory Auditors
  
10 Queen Street Place
London
EC4R 1AG

30 April 2025
Page 8

 
M7 REAL ESTATE LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

31 December
6 September 2022 to
31 December
2024
2023
Note
£
£

  

Turnover
 4 
21,493,037
16,500,957

Gross profit
  
21,493,037
16,500,957

Administrative expenses
  
(28,515,707)
(39,669,639)

Other operating income
 5 
1,334,193
3,053,226

Operating loss
 6 
(5,688,477)
(20,115,456)

Gain on sale of subsidiaries
  
-
234,818

Impairment of intercompany loans
  
(4,680,862)
(10,490,806)

Interest receivable and similar income
  
16
-

Interest payable and similar expenses
 10 
(2,121,467)
(1,083,044)

Loss before tax
  
(12,490,790)
(31,454,488)

Tax on loss
 11 
3,516,835
1,770

Loss for the financial year
  
(8,973,955)
(31,452,718)

There was no other comprehensive income for 2024 (2023£NIL).

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
M7 REAL ESTATE LTD
REGISTERED NUMBER: 14340285

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
913,272
547,748

  
913,272
547,748

Current assets
  

Debtors: amounts falling due within one year
 13 
17,715,986
17,022,808

Cash at bank and in hand
 14 
16,863,986
1,970,698

  
34,579,972
18,993,506

Creditors: amounts falling due within one year
 15 
(10,711,362)
(7,296,292)

Net current liabilities
  
 
 
23,868,610
 
 
11,697,214

Total assets less current liabilities
  
24,781,882
12,244,962

Creditors: amounts falling due after more than one year
 16 
(65,208,465)
(43,697,590)

  

Net liabilities
  
(40,426,583)
(31,452,628)


Capital and reserves
  

Called up share capital 
  
90
90

Profit and loss account
 19 
(40,426,673)
(31,452,718)

  
(40,426,583)
(31,452,628)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D J Simmonds
Director

Date: 30 April 2025

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
M7 REAL ESTATE LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(31,452,718)
(31,452,718)
Total comprehensive income for the period
-
(31,452,718)
(31,452,718)


Contributions by and distributions to owners

Shares issued during the period
90
-
90


Total transactions with owners
90
-
90



At 1 January 2024
90
(31,452,718)
(31,452,628)


Comprehensive income for the year

Loss for the year
-
(8,973,955)
(8,973,955)
Total comprehensive income for the year
-
(8,973,955)
(8,973,955)


At 31 December 2024
90
(40,426,673)
(40,426,583)


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

M7 Real Estate Ltd is a private company limited by shares registered in England & Wales with company number 14340285. The Company's registered office is 10 Queen Street Place, London, EC4R 1AG and principal place of trading is 7th Floor, Blue Fin Building, 110 Southwark Street, London, United Kingdom, SE1 0SU. In the prior period, M7 Real Estate Ltd changed its name from M7 Real Estate Manco Ltd. 

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of M7 Real Estate Group Holdings Ltd as at 31 December 2024 and these financial statements may be obtained from 10 Queen Street Place, London, EC4R 1AG.

Page 12

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Turnover

Turnover comprises management fees from assets under management, distributions and transaction fees from asset acquisitions and disposals, all at invoiced amounts exclusive of sales taxes. 
Management fees are recognised in the period they relate to. Leasing and transaction fees are recognised on the day of the transaction. 

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

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.

Page 13

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 reporting 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 reporting 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 reporting date.


 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 14

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.9
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Furniture & fixtures
-
between 20% and 33.3% straight line
Office equipment
-
over three years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

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.

 
2.11

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.

 
2.12

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.

 
2.13

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 15

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

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 assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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 instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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.

Page 16

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.14
Financial instruments (continued)


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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes.
The Company has applied its judgement in selecting the following accounting policies:
Recoverability of debtors
Judgement is required in the assessment of the recoverability of debtors, notably other debtors due from related parties and intercompany debtors. Recoverable amounts are based on forecasts of expected future cash flows, which require significant assumptions and estimates of future performance to be made. If the actual results differ from the forecasts in these entities, material impairment of the debtor balances may be required.

Page 17

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


31 December
6 September 2022 to
31 December
2024
2023
£
£

Transaction fees
6,240,474
1,601,878

Management fees
14,820,385
14,703,739

Leasing fees
432,178
195,340

21,493,037
16,500,957


All turnover arose within the United Kingdom.


5.


Other operating income

31 December
6 September 2022 to
31 December
2024
2023
£
£

Recharges
866,065
3,053,226

Rental income receivable
468,128
-

1,334,193
3,053,226



6.


Operating loss

The operating loss is stated after charging:

31 December
6 September 2022 to
31 December
2024
2023
£
£

Other operating lease rentals
1,597,016
1,761,527

Page 18

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


31 December
6 September 2022 to
31 December
2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
27,000
25,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

Staff costs, including directors' remuneration, were as follows:


31 December
6 September 2022 to
31 December
2024
2023
£
£

Wages and salaries
16,707,504
19,271,659

Social security costs
2,139,063
2,456,591

Cost of defined contribution scheme
727,221
1,010,881

19,573,788
22,739,131


The average number of persons employed by the Company in the year was 101 (2023: 123).

Page 19

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Directors' remuneration

31 December
6 September 2022 to
31 December
2024
2023
£
£

Directors' emoluments
5,152,483
3,387,565

Company contributions to defined contribution pension schemes
30,000
29,000

5,182,483
3,416,565


During the year retirement benefits were accruing to 3 directors (2023 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £2,065,000 (2023 - £1,428,106).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2023 - £NIL).


10.


Interest payable and similar expenses

31 December
6 September 2022 to
31 December
2024
2023
£
£


Bank charges payable
115,072
245,064

Other loan interest payable
-
80,620

Loans from group undertakings
2,006,395
757,360

2,121,467
1,083,044

Page 20

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


31 December
6 September 2022 to
31 December
2024
2023
£
£



Payment for group relief
(3,401,105)
-


(3,401,105)
-


Total current tax
(3,401,105)
-

Deferred tax


Origination and reversal of timing differences
(115,730)
(1,770)

Total deferred tax
(115,730)
(1,770)


Tax on loss
(3,516,835)
(1,770)
Page 21

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%). The differences are explained below:

31 December
6 September 2022 to
31 December
2024
2023
£
£


Loss on ordinary activities before tax
(12,490,791)
(31,454,489)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%)
(3,122,698)
(7,398,096)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,517,662
3,991,858

Capital allowances for year/period in excess of depreciation
(98,563)
25,907

Non-taxable income
-
(55,229)

Unrelieved tax losses carried forward
971,098
3,677,068

Group relief surrender
615,463
-

Other differences leading to an increase (decrease) in the tax charge
3,078
(18,998)

Payment for prior year group relief
(3,402,875)
-

Remeasurement of defered tax for changes in tax rates
-
(224,280)

Total tax charge for the year/period
(3,516,835)
(1,770)

Page 22

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Tangible fixed assets





Furniture & fixtures
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
1,425,063
1,797,076
3,222,139


Additions
716,568
56,141
772,709



At 31 December 2024

2,141,631
1,853,217
3,994,848



Depreciation


At 1 January 2024
1,299,060
1,375,331
2,674,391


Charge for the year on owned assets
90,394
316,791
407,185



At 31 December 2024

1,389,454
1,692,122
3,081,576



Net book value



At 31 December 2024
752,177
161,095
913,272



At 31 December 2023
126,003
421,745
547,748


13.


Debtors

2024
2023
£
£


Trade debtors
4,446,287
3,966,890

Amounts owed by group undertakings
5,824,592
10,080,677

Other debtors
4,405,009
1,882,634

Prepayments and accrued income
2,922,598
984,271

Deferred taxation
117,500
108,336

17,715,986
17,022,808


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

Page 23

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
16,863,986
1,970,698



15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
449,957
297,767

Other taxation and social security
1,495,297
1,738,858

Other creditors
4,707
6,087

Accruals and deferred income
8,761,401
5,253,580

10,711,362
7,296,292



16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
65,208,465
43,697,590


Amounts owed to group undertakings are unsecured, repayable in 2027 and carry interest of 3%.


17.


Deferred taxation




2024


£






At beginning of year
108,336


Charged to profit or loss
9,164



At end of year
117,500

Page 24

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
17.Deferred taxation (continued)

The deferred tax asset is made up as follows:

2024
2023
£
£


Accelerated capital allowances
117,500
108,336


18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



90 (2023 - 90) Ordinary shares of £1.00 each
90
90



19.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.


20.


Pension commitments

The Company opeartes a defined contribution scheme for the benefit of its employees and directors. The accrued pension commitments as at 31 December 2024 are £11,918 (31 December 2023: £12,593).

Page 25

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
2,427,854
1,786,789

Later than 1 year and not later than 5 years
5,084,177
4,466,973

7,512,031
6,253,762

At 31 December 2024 the future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

2024
2023
£
£


Not later than 1 year
1,786,789
-

Later than 1 year and not later than 5 years
2,680,184
-

4,466,973
-


22.


Post balance sheet events

In January 2025, a new strategic partnership between AustralianSuper and Oxford Properties Group was announced. This new partnership aims to build a significant industrial and logistics venture across Europe, which will be managed by M7 Real Estate Ltd.  
 
The joint venture completed on 22 April 2025 and AustralianSuper acquired a 50% stake in Oxford’s European industrial and logistics portfolio currently managed by M7 Real Estate Ltd, as well as a 50% stake in M7 Real Estate Ltd.  
 
This new partnership will provide further capital to fund the growth of the portfolio, known as the European Supply Chain Income Partnership (ESCIP) with a target GAV of circa £3.7B over the next three to five years.
On 9 January 2025, £19,350,000 of the intercompany loan was waived and £18,097,818 was capitalised via the issue of 10 shares with a £1 nominal value and a £1,809,780.80 premium on each share.

Page 26

 
M7 REAL ESTATE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Controlling party

The immediate parent company is M7 Real Estate Group Holding Limited, a company incorporated in England and Wales, which heads the smallest group that prepares consolidated financial statements.
The largest group preparing consolidated financial statements is headed by Oxford M7 Platform Holding Company Limited, a company incorporated in England and Wales.
The ultimate parent company is Oxford European Holdings Inc., a company incorporated in Canada.
The ultimate controlling party is OMERS Administration Corporation, a pension fund registered in Canada.

Page 27