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Registered number: 13147454
MOORFIELD STUDENT HOUSING LIMITED
UNAUDITED
DIRECTORS' REPORT
AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
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MOORFIELD STUDENT HOUSING LIMITED
COMPANY INFORMATION
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Mr S Hall (appointed 1 October 2024)
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Ms S Malim (appointed 1 October 2024)
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MOORFIELD STUDENT HOUSING LIMITED
CONTENTS
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Statement of Income and Retained Earnings
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Notes to the Financial Statements
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MOORFIELD STUDENT HOUSING 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 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company in the year was that of holding an investment.
The loss for the year, after taxation, amounted to £940,000 (2023 - profit £141,000).
No dividends were declared or paid in the current or prior period.
The Directors who served during the year were:
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Mr S Hall (appointed 1 October 2024)
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Ms S Malim (appointed 1 October 2024)
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Post balance sheet events
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Refer to note 12 for details of post balance sheet events.
Page 1
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MOORFIELD STUDENT HOUSING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 2
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MOORFIELD STUDENT HOUSING LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Retained earnings at the beginning of the year
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(Loss)/profit for the year
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Retained 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 statement of income and retained earnings.
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The notes on pages 5 to 10 form part of these financial statements.
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Page 3
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MOORFIELD STUDENT HOUSING LIMITED
REGISTERED NUMBER: 13147454
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 5 to 10 form part of these financial statements.
Page 4
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MOORFIELD STUDENT HOUSING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Moorfield Student Housing Limited (the "Company") is a private company, limited by shares and incorporated in England and Wales, registration number 13147454. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
These financial statements are presented in sterling, which is the functional currency of the Company, and rounded to the nearest £000.
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 FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from that standard.
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. In assessing the Company's ability to continue as a going concern, the Directors have reviewed the cash flow forecasts of the Company which include the Directors' assessment of the impact of inflation, rising interest rates, and the wider economic environment. These forecasts show that the Company has adequate resources to continue in operational existence for the foreseeable future.
The Company has received confirmation from MREF IV GP Limited on behalf of MREF IV “A” Limited Partnership, MREF IV “B” Limited Partnership and MREF IV “PC” Limited Partnership that it does not intend to recall the amounts owed to group undertakings for a period of at least 12 months from the date of the approval of the financial statements. The Company has also received confirmation from MREF IV Lux GP Sarl on behalf of MREF IV “C” SCSp that it does not intend to recall the amounts owed to group undertakings for a period of at least 12 months from the date of the approval of the financial statements.
Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Page 5
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MOORFIELD STUDENT HOUSING 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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other 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
Page 6
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MOORFIELD STUDENT HOUSING 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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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.
Basic 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.
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.
Page 7
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MOORFIELD STUDENT HOUSING 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 these financial statements, management is required to make judgements, estimates and assumptions which affect expected reported income, expenses, assets and 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.
Management do not consider the Company to have any key sources of estimation uncertainty nor any significant judgements or assumptions in preparing these financial statements.
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The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £NIL).
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Investments in subsidiary companies
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Amounts owed by group undertakings
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Prepayments and accrued income
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£27,289,000 (2023: £26,427,000) of amounts owed to group undertakings are unsecured, interest free, and repayable on demand.
£948,000 (2023: £948,000) of amounts owed to group undertakings are unsecured, repayable on demand and accrue interest at 15% per annum.
During the year the Directors assessed the recoverability of amounts owed by group undertakings and recorded an impairment of £1,066,000.
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Page 8
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MOORFIELD STUDENT HOUSING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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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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Allotted, called up and fully paid
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10,000 (2023 - 10,000) Ordinary shares of £0.01 each
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Profit and loss account
The profit and loss account represents cumulative profit 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 FRS 102 Section 33.1A from disclosing related party transactions entered into between two or more members of a group on the grounds that both parties are wholly owned within the group.
At the year-end amounts were owed by the Company’s 85% owned subsidiary company, WAKMoor Limited. At 31 December 2024 an amount of £28,237,000 (2023: £27,375,000) was owed by WAKMoor Limited net of impairments of £1,066,000. £27,289,000 (2023: £26,427,000) of amounts owed by WAKMoor Limited are unsecured, interest free and repayable on demand. £948,000 (2023: £948,000) of amounts owed by WAKMoor Limited are unsecured, repayable on demand and accrue interest at 15% per annum. During the year £142,000 (2023: £161,000) of interest was charged on the amounts owed by WAKMoor Limited.
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Page 9
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MOORFIELD STUDENT HOUSING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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On 17 June 2025, the Company entered into a Share Purchase Agreement to acquire all Ordinary B shares, Ordinary C shares and Ordinary D shares in WAKMoor Limited from We Are Kin (Investments) Limited for the nominal value of £1 per share.
On 17 June 2025, the Company acquired an outstanding loan balance of £2,052,000 owing from WAKMoor Limited to We Are Kin (Investments) Limited for consideration of £1,635,000.
The Company's immediate and ultimate controlling parties are:
∙MREF IV "A" Limited Partnership;
∙MREF IV "B" Limited Partnership;
∙MREF IV "PC" Limited Partnership; and
∙MREF IV "C" SCSp (registered in Luxembourg).
Unless otherwise stated the ultimate controlling parties are limited partnerships registered in England and Wales.
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