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Registered number: 13517440
MREF IV COLCHESTER PROPERTY LIMITED
AUDITED
DIRECTORS' REPORT
AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
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MREF IV COLCHESTER PROPERTY LIMITED
COMPANY INFORMATION
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Steven Hall (appointed 1 October 2024)
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Sadie Malim (appointed 1 October 2024)
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MREF IV COLCHESTER PROPERTY LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Income and Retained Earnings
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Consolidated Balance Sheet
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Notes to the Financial Statements
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MREF IV COLCHESTER PROPERTY LIMITED
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
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The Directors are responsible for preparing 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 Group and Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies 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 Group and 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company and the Group is the rental of purpose built student accommodation.
The loss for the year, after taxation, amounted to £4,344,000 (2023 - profit £3,384,000).
No dividends were declared or paid in the current and prior period.
The Directors who served during the year were:
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Steven Hall (appointed 1 October 2024)
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Sadie Malim (appointed 1 October 2024)
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Page 1
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MREF IV COLCHESTER PROPERTY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The financial statements have been prepared on the going concern basis which assumes that the Group and Company will continue in operational existence for the foreseeable future. In assessing the Group and Company's ability to continue as a going concern, the Directors have reviewed the trading and cash flow forecasts of the Group and Company against the available financing facilities and covenants which include the Directors' assessment of the impact of economic environment. The Company owes £16,647,000 to its parent company MREF Colchester Holdings limited. This debt is interest free and repayable on demand. The parent undertaking has intercompany debt with the ultimate controlling entities MREF IV GP Ltd on behalf of MREF IV “A” Limited Partnership, MREF IV “B” Limited Partnership and MREF IV “PC” Limited Partnership and MREF IV Lux GP Sarl on behalf of MREF IV “C” SCSp. The Group and Company have received confirmation from MREF IV GP Ltd on behalf of MREF IV “A” Limited Partnership, MREF IV “B” Limited Partnership and MREF IV “PC” Limited Partnership and MREF IV Lux GP Sarl on behalf of MREF IV “C” SCSp as ultimate controlling party that they do not intend to recall any of the loans owed by the Group and Company and MREF Colchester Holdings Limited, within the next 12 months of signing the financial statements.
The Group owns and manages a student accommodation property and entered into a management agreement with a third-party operations platform. The construction development of the property finished in July 2023 and property became operational in September 2023. The Directors have assessed the financial forecast of the Group as part of the going concern consideration. The Directors believe that there is sufficient revenue generated from the 23/24 academic year and reservations for the 24/25 academic year to maintain profitability for at least the next 12 months.
The Company has entered a £18.970m facility agreement with a third-party debt provider, of which £13.675m was drawn at 31/12/24. The facility has a 5-year term. The Borrower must ensure that the Loan to Value (LTV) does not exceed 60% and the Interest Cover Ratio (ICR) does not exceed 100%. The SONIA Interest element of the drawn debt has been hedging by using a SWAP product at a rate of 3.95% for the duration of the facility. The company has sufficiently serviced the interest payments of the debt and remained compliant with the covenants. The Directors believe there is no reason for this not to continue for at least the next 12 months.
The Directors have given consideration as to the ability of the parent company and 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 parties, MREF IV “A” Limited Partnership, MREF IV “B” Limited Partnership and MREF IV “PC” Limited Partnership and MREF IV Lux GP Sarl on behalf of MREF IV “C” SCSp have a combined total of Investor capital £203,589,000 as at 31 December 2024 which is then used to fund the Group through intercompany debt.
For the reasons set out above the Directors believe that the Group and Company have 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 the going concern basis in preparing the financial statements.
Disclosure of information to auditors
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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 and the Group'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 and the Group's auditors are aware of that information.
Page 2
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MREF IV COLCHESTER PROPERTY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 3
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MREF IV COLCHESTER PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF IV COLCHESTER PROPERTY LIMITED
Opinion on the financial statements
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In our opinion:
∙the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of the Group’s loss for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of MREF IV Colchester Property Limited (“the Parent Company”) and its subsidiaries (“the Group”) for the year ended 31 December 2024 which comprise the Concolidated statement of income and retained earnings, the Consolidated balance sheet, the Company balance sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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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 Group or Parent 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 4
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MREF IV COLCHESTER PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF IV COLCHESTER PROPERTY LIMITED (CONTINUED)
The Directors are responsible for the other information. The other information comprises the information included in the Directors' report and consolidated financial statements, other than the financial statements and our auditor’s report thereon. Our 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.
Other Companies Act 2006 reporting
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors’ report and from the requirement to prepare a Strategic report.
Page 5
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MREF IV COLCHESTER PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF IV COLCHESTER PROPERTY LIMITED (CONTINUED)
Responsibilities of Directors
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As explained more fully in the Directors' responsibilities statement, 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 Group’s and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
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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 auditor’s 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
∙Our understanding of the Group and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations; and
We considered the significant laws and regulations to be the applicable accounting framework and the Companies Act 2006.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be UK tax legislation.
Our procedures in respect of the above included:
∙Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation;
∙Review of legal expenditure accounts to understand the nature of expenditure incurred.
Page 6
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MREF IV COLCHESTER PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF IV COLCHESTER PROPERTY LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements (continued)
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Group’s policies and procedures relating to:
°Detecting and responding to the risks of fraud; and
°Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be manipulation of accounting records and revenue through the posting of journals and management bias in accounting estimates.
Our procedures in respect of the above included:
∙Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
∙Testing journal entries throughout the year, which met an unusual combination with revenue, by agreeing to supporting documentation; and
∙Assessing significant estimates made by management for bias which included agreeing key inputs and assumptions used in the valuation of investment property to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s report.
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MREF IV COLCHESTER PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF IV COLCHESTER PROPERTY LIMITED (CONTINUED)
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Christopher Young (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
24 September 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 8
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MREF IV COLCHESTER PROPERTY LIMITED
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Fair value movement of investment property
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Fair value movement of financial instruments
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Interest receivable and similar income
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Interest payable and similar expenses
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Retained earnings/(deficit) at the beginning of the year
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(Loss)/profit for the year attributable to the owners of the parent
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Retained (deficit)/earnings at the end of the year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of income and retained earnings.
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The notes on pages 12 to 23 form part of these financial statements.
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Page 9
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MREF IV COLCHESTER PROPERTY LIMITED
REGISTERED NUMBER: 13517440
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Equity attributable to owners of the parent Company
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The Company's financial statements have been prepared in accordance with the 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:
The notes on pages 12 to 23 form part of these financial statements.
Page 10
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MREF IV COLCHESTER PROPERTY LIMITED
REGISTERED NUMBER: 13517440
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Profit and loss account brought forward
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(Loss)/profit for the year
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Profit and loss account carried forward
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The Company's financial statements have been prepared in accordance with the 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:
The notes on pages 12 to 23 form part of these financial statements.
Page 11
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MREF IV Colchester Property Limited is a private company, limited by shares and incorporated in England and Wales, registration number 13517440. The registered office address is 10 Grosvenor Street, Mayfair, London, W1K 4QB.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.
These financial statements are presented in sterling, which is the functional currency of the Company and rounded to the nearest £'000 unless stated otherwise.
The following principal accounting policies have been applied:
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Compliance with accounting standards
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The financial statements have been prepared using FRS102, the financial reporting standard applicable in the UK and Republic of Ireland. There were no material departures from that standard.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
Page 12
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis which assumes that the Group and Company will continue in operational existence for the foreseeable future. In assessing the Group and Company's ability to continue as a going concern, the Directors have reviewed the trading and cash flow forecasts of the Group and Company against the available financing facilities and covenants which include the Directors' assessment of the impact of economic environment. The Company owes £16,647,000 to its parent company MREF Colchester Holdings limited. This debt is interest free and repayable on demand. The parent undertaking has intercompany debt with the ultimate controlling entities MREF IV GP Ltd on behalf of MREF IV “A” Limited Partnership, MREF IV “B” Limited Partnership and MREF IV “PC” Limited Partnership and MREF IV Lux GP Sarl on behalf of MREF IV “C” SCSp. The Group and Company have received confirmation from MREF IV GP Ltd on behalf of MREF IV “A” Limited Partnership, MREF IV “B” Limited Partnership and MREF IV “PC” Limited Partnership and MREF IV Lux GP Sarl on behalf of MREF IV “C” SCSp as ultimate controlling party that they do not intend to recall any of the loans owed by the Group and Company and MREF Colchester Holdings Limited, within the next 12 months of signing the financial statements.
The Group owns and manages a student accommodation property and entered into a management agreement with a third-party operations platform. The construction development of the property finished in July 2023 and property became operational in September 2023. The Directors have assessed the financial forecast of the Group as part of the going concern consideration. The Directors believe that there is sufficient revenue generated from the 23/24 academic year and reservations for the 24/25 academic year to maintain profitability for at least the next 12 months.
The Company has entered a £18.970m facility agreement with a third-party debt provider, of which £13.675m was drawn at 31/12/24. The facility has a 5-year term. The Borrower must ensure that the Loan to Value (LTV) does not exceed 60% and the Interest Cover Ratio (ICR) does not exceed 100%. The SONIA Interest element of the drawn debt has been hedging by using a SWAP product at a rate of 3.95% for the duration of the facility. The company has sufficiently serviced the interest payments of the debt and remained compliant with the covenants. The Directors believe there is no reason for this not to continue for at least the next 12 months.
The Directors have given consideration as to the ability of the parent company and 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 parties, MREF IV “A” Limited Partnership, MREF IV “B” Limited Partnership and MREF IV “PC” Limited Partnership and MREF IV Lux GP Sarl on behalf of MREF IV “C” SCSp have a combined total of Investor capital £203,589,000 as at 31 December 2024 which is then used to fund the Group through intercompany debt.
For the reasons set out above the Directors believe that the Group and Company have 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 the going concern basis in preparing the financial statements.
Revenue includes rental income from property leased out under operating leases.
Rental income from short term tenants is recognised on a straight-line basis over the lease term.
The Group recognises revenue when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the entity.
Page 13
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Current and deferred taxation
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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 balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Investment property is carried at fair value determined annually and is derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Consolidated Statement of Income and Retained Earnings.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Page 14
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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Provisions for liabilities
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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.
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
Increases in provisions are generally charged as an expense to profit or loss.
The Group 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 Group's Balance Sheet when the Group 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 Group'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
Page 15
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
Page 16
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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.
Valuation of Investment Property
In arriving at the valuation of the Company's investment properties, the Directors used estimates of the property's future operating income streams. Investment yields are applied based on historical experience and advice from independent advisors. The future income streams are estimated based on current contractual arrangements. Management takes into account a number including the impact of real estate market and demand and varying occupancy rates to arrive at the period end value.
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The operating (loss)/profit is stated after charging:
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Auditors' remuneration - audit services
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The Group and Company have no employees other than the Directors, who did not receive any remuneration (2023 - £NIL).
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Interest payable and similar expenses
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Page 17
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Current tax on (loss)/profit for the year
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Fair value movement on investment property
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Taxation on (loss)/profit on ordinary activities
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Factors affecting tax (credit)/charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Utilisation of tax losses
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Unrelieved tax losses carried forward
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Total tax (credit)/charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 18
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The following was a subsidiary undertaking of the Company:
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MREF IV Colchester Operations Limited
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10 Grosvenor Street, Mayfair, London, W1K 4QB
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Freehold investment property
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In arriving at the valuation of the Company's investment properties, the Directors used estimates of the property's future operating income streams. Investment yields are applied based on historical experience and advice from independent advisors. The future income streams are estimates based on current contractual agreements. Management takes into account a number including the impact of real estate market and demand and varying occupancy rates to arrive at the period end value.
Page 19
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free and repayable on demand.
Derivative financial instruments
The Company has entered into an interest rate swap to receive interest at SONIA and pay interest at a fixed rate of 3.85%. The swap is based on a principal amount of £13,675,000 and matures in December 2026. The instrument is used to hedge the Company's exposure to interest rate movements on the Bank loan facility. The fair value of the interest rate swap is a asset of £68,000 (2023 liability - £114,000). A fair value gain of £182,000 (2023 - loss £178,000) was recognised in the stament of income and retained earnings.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Page 20
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due after more than one year
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Financial instruments (after 1 yr)
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Bank loans
Bank loans are secured by a legal charge over the Company's assets present and future. Interest is charged at SONIA + 3.85% and is repayable in September 2027.
Derivative financial instruments
Refer to note 10 for details.
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Charged to profit or loss
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Charged to profit or loss
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Latent gains on investment property valuation
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Page 21
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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1 (2023 - 1) A Ordinary share of £1.00
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1 (2023 - 1) B Preference share of £1.00
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The A shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.
The B shares carry no voting rights, shall have no right to participate in dividends save in respect of an exit distribution (defined in the aticles) and shall have the right to participate in capital distributions in accordance with article 3.1.3 of the articles.
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Profit and loss account
The profit and loss account represents cumulative profits and losses net of all adjustments.
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Related party transactions
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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.
The following transactions are to be disclosed under FRS 102:
During the year the Company borrowed £850,000 (2023 - £4,154,000) from its parent company. The amount is interest free and repayable on demand. At the balance sheet date an amount of £16,647,000 (2023 - £15,797,000) is included in amounts owed to group undertakings.
During the period the Company was charged development management fees by Moorfield Group Ltd totalling £176,836 (2023 - £223,919). At the balance sheet date an amount of £50,518 (2023 - £139,653) is included in accruals and deferred income.
During the period the Company was charged development management fees by Melberry Development Management Ltd, the B shareholders, totalling £Nil (2023 - £76,129). At the balance sheet date an amount of £Nil (2023 - £Nil) is outstanding.
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Page 22
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MREF IV COLCHESTER PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's immediate parent undertaking is MREF IV Colchester Holdings Limited, a company incorporated in England and Wales.
The Company's ultimate controlling parties are as follows:
∙MREF IV "A" Limited Partnership;
∙MREF IV "B" Limited Partnership;
∙MREF IV "PC" Limited Partnership; and
∙MREF IV "C" SCSp (registered in Luxembourg)
These are all limited partnerships registered in England and Wales unless otherwise stated.
Page 23
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