ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Year ended 31 December 2024

Period ended 31 December 2023

Registered number: 14488543

MREF V MLP HOLDINGS LIMITED

AUDITED

DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2024

MREF V MLP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Charles Ferguson-Davie
	Marc Gilbard
	Sadie Malim (appointed 1 October 2024)


Registered number	14488543


Registered office	10 Grosvenor Street
	Mayfair
	London
	United Kingdom
	W1K 4QB


Independent auditors	BDO LLP
	55 Baker Street
	London
	W1U 7EU

MREF V MLP HOLDINGS LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Income and Retained Earnings	7
Balance Sheet	8
Notes to the Financial Statements	9 - 15

MREF V MLP HOLDINGS 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

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.

Principal activity

The Company's principal activity during the year was that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £14,000 (2023 - loss £14,000).

No dividends were declared or paid in the current or prior period.

Directors

The Directors who served during the year were:

Charles Ferguson-Davie

Marc Gilbard

Sadie Malim (appointed 1 October 2024)

Page 1

MREF V MLP HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. In assessing the Company's ability to continue as a going concern, the Directors have reviewed the trading and cash flow forecasts of the Company against the available financing facilities and covenants which include the Directors' assessment of the impact of economic environment. The Company owes £15,750,604 to its parent company MREF V GP Limited on behalf of MREF V "B" Limited Partnership. This debt is interest free and repayable on demand. The Company has received confirmation from MREF V GP Limited on behalf of MREF V "B" Limited Partnership as ultimate controlling party that they do not intend to recall the loans owed by the Company within the next 12 months of signing the financial statements.
The Directors have given consideration as to the ability of the ultimate controlling parties to continue as a going concern and the ability of the parent to continue to provide such support as is necessary. The ultimate controlling party, MREF V "B" Limited Partnership has a combined total of Investor capital £194,228,000 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 Company has the ability to continue to meet its liabilities as they fall due for at least 12 months from the date of the approval of the financial statements and therefore consider it appropriate to adopt a going concern basis in preparing the financial statements.

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.

Auditors

The auditors, BDO LLP, were appointed in the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

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.

Sadie Malim

Director

Date: 29 September 2025

Page 2

MREF V MLP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF V MLP HOLDINGS LIMITED

Opinion on the financial statements

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.

We have audited the financial statements of MREF V MLP Holdings Limited (“the Company”) for the year ended 31 December 2024 which comprise the Statement of Income and Retained Earnings, the 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).

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 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 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

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.

Other matter
The corresponding figures are unaudited.

Page 3

MREF V MLP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF V MLP HOLDINGS LIMITED (CONTINUED)

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Directors report and 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

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 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, 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; 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' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

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 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 4

MREF V MLP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF V MLP HOLDINGS LIMITED (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 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 Company and the industry in which it operates;

∙Discussion with management and those charged with governance; and

∙Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations.

We considered the significant laws and regulations to be the applicable accounting framework and Companies Act 2006.

The Company 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 meetings of those charged with governance for any instances of non-compliance with laws and regulations; and

∙Review of financial statement disclosures and agreeing to supporting documentation.

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 Company’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 meetings 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;

∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

∙Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Page 5

MREF V MLP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MREF V MLP HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements (continued)
Based on our risk assessment, we considered the area most susceptible to fraud to be management override of controls.

Our procedure 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.

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: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

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 2006. Our 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.

Christopher Young (Senior Statutory Auditor)

for and on behalf of

BDO LLP, Statutory Auditor

London, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Date: 29 September 2025

Page 6

MREF V MLP HOLDINGS LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Year ended 31 December 2024	Period ended 31 December 2023
Note	£000	£000


Administrative expenses		(18)	(14)
Operating loss	4	(18)	(14)
Interest receivable and similar income		4	-
Loss before tax		(14)	(14)
Tax on loss	6	-	-
Loss after tax		(14)	(14)



Retained earnings at the beginning of the year	(14)	-
Loss for the year	(14)	(14)
Retained earnings at the end of the year	(28)	(14)

The notes on pages 9 to 15 form part of these financial statements.

Page 7

MREF V MLP HOLDINGS LIMITED

REGISTERED NUMBER: 14488543

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000


Current assets
Debtors: amounts falling due within one year	7	15,755		23,611
Cash and cash equivalents	8	1		3
		15,756		23,614

Creditors: amounts falling due within one year	9	(15,784)		(23,628)
Net current liabilities			(28)		(14)
Total assets less current liabilities			(28)		(14)

Net liabilities			(28)		(14)

Capital and reserves
Called up share capital	10	-	-
Profit and loss account	11	(28)	(14)
		(28)	(14)

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:

Sadie Malim

Director

Date: 29 September 2025

The notes on pages 9 to 15 form part of these financial statements.

Page 8

MREF V MLP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

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

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

These financial statements are presented in sterling, which is the functional currency of the Group and Company and rounded to the nearest £'000 unless otherwise stated.
The Company was incorporated on 16 November 2022 and began trading on that date. As such the prior period financial statements cover the period to 31 December 2023. The current year financial statements cover the period from 1 January 2024 to 31 December 2024.

The following principal accounting policies have been applied:

2.2

Compliance with accounting standards

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

2.3

Exemption from preparing consolidated financial statements

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

Page 9

MREF V MLP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.7

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.

2.8

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.

Page 10

MREF V MLP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

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.

2.10

Financial instruments

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

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

Basic financial assets

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

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

Impairment of financial assets

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

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

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

Financial liabilities

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

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

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the

Page 11

MREF V MLP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Financial instruments (continued)

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.

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

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.
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.

Auditors' remuneration - audit services

Employees

The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £Nil).

Page 12

MREF V MLP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


Current tax on profits for the year/period	-	-
	-	-

Loss on ordinary activities before tax

(14)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(4)	(3)
Effects of:
Unrelieved tax losses carried forward	4	3
Total tax charge for the year/period	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 13

MREF V MLP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Debtors

					2024	2023
					£000	£000


Amounts owed by group undertakings	15,751	23,611
Prepayments and accrued income	4	-
	15,755	23,611

Amounts owed by group undertakings are interest free and repayable on demand. Whilst disclosed within current debtors due to the balance being repayable on demand, it is expected that the amounts owed by group undertakings will be recovered in more than 12 months.

8.	Cash and cash equivalents
		2024	2023
		£000	£000

	Cash at bank and in hand	1	3

9.	Creditors: Amounts falling due within one year
		2024	2023
		£000	£000

Amounts owed to group undertakings	15,770	23,617
Accruals	14	11
	15,784	23,628

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

10.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,000 (2023 - 1,000) Ordinary shares of £0.01 each	10	10

11.

Reserves

Profit and loss account

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

Page 14

MREF V MLP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Related party transactions
	The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A, from disclosing related party transactions with other group companies, on the grounds that all the transactions are within the group and subsidiary involved in the transaction is 100% wholly owned.

13.	Controlling party

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

Page 15