ACCOUNTS - Final Accounts preparation

Cash and cash equivalents

Registered number: 14231038

LIMELIGHT LIVERPOOL INVESTMENT LIMITED

UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 AUGUST 2025

Chartered Accountants

2nd Floor, Heathmans House

19 Heathmans Road

London

SW6 4TJ

LIMELIGHT LIVERPOOL INVESTMENT LIMITED

CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF LIMELIGHT LIVERPOOL INVESTMENT LIMITED
FOR THE YEAR ENDED 31 AUGUST 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of LIMELIGHT LIVERPOOL INVESTMENT LIMITED for the year ended 31 August 2025 which comprise the Balance Sheet and the related notes from the Company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.

This report is made solely to the Board of Directors of LIMELIGHT LIVERPOOL INVESTMENT LIMITED, as a body, in accordance with the terms of our engagement letter dated 06/09/22. Our work has been undertaken solely to prepare for your approval the financial statements of LIMELIGHT LIVERPOOL INVESTMENT LIMITED and state those matters that we have agreed to state to the Board of Directors of LIMELIGHT LIVERPOOL INVESTMENT LIMITED, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than LIMELIGHT LIVERPOOL INVESTMENT LIMITED and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that LIMELIGHT LIVERPOOL INVESTMENT LIMITED has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of LIMELIGHT LIVERPOOL INVESTMENT LIMITED. You consider that LIMELIGHT LIVERPOOL INVESTMENT LIMITED is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or review of the financial statements of LIMELIGHT LIVERPOOL INVESTMENT LIMITED. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Haggards Crowther LLP

Chartered Accountants

2nd Floor, Heathmans House

19 Heathmans Road

London

SW6 4TJ

22 May 2026

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

REGISTERED NUMBER: 14231038

BALANCE SHEET

AS AT 31 AUGUST 2025


	2025	2024
Note	£	£

Fixed assets
Investment property	5		57,264,084		56,770,000
			57,264,084		56,770,000
Current assets
Debtors: amounts falling due within one year	6	10		540,935
Cash at bank and in hand	7	264,262		63,588
		264,272		604,523
Creditors: amounts falling due within one year	8	(16,746,235)		(1,022,989)
Net current liabilities			(16,481,963)		(418,466)
Total assets less current liabilities			40,782,121		56,351,534
Creditors: amounts falling due after more than one year	9		(33,000,000)		(47,150,475)
Provisions for liabilities
Deferred tax	11	(4,920,729)		(4,887,298)
			(4,920,729)		(4,887,298)
Net assets			2,861,392		4,313,761

Capital and reserves
Profit and loss account	2,861,392	4,313,761
	2,861,392	4,313,761

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

REGISTERED NUMBER: 14231038

BALANCE SHEET (CONTINUED)

AS AT 31 AUGUST 2025

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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 May 2026.

Mr S R Gregory-smith

Director

The notes on pages 4 to 12 form part of these financial statements.

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

1.	General information

BLCP Liverpool Propco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 14231038 and it's registered address is 2nd Floor,Heathmans House 19 Heathmans Road, London, SW6 4TJ.

The principal activity of the company during the year was the development of investment property and providing a long rental lease.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The 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 following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis. At 31 August 2025, the Company had net current liabilities of £16,481,963, principally due to amounts owed to group undertakings that are repayable on demand.

Subsequent to the year end, on 20 March 2026, the entire issued share capital of the Company was acquired by HEREF VI UK Student Holding Limited. Following completion of the acquisition, the Company refinanced its existing bank facilities. The previous bank debt with Allied Irish Bank plc of £33,000,000 was repaid and replaced with a new facility of £36,300,000 from HSBC UK Bank plc, maturing on 16 March 2029.

The Company’s shareholder loan arrangements were also refinanced following the acquisition. The revised shareholder loan is repayable on demand. The directors have considered the on-demand nature of this loan as part of their going concern assessment. The shareholder has confirmed that it does not intend to demand repayment of the shareholder loan, and will provide such financial support as is necessary, for a period of not less than twelve months from the date of approval of these financial statements.

The directors have prepared cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements, taking into account expected rental income, operating costs, finance costs and the terms of the refinanced bank facility. Having considered these forecasts, the post-year-end refinancing, the maturity profile of the HSBC facility and the continuing support of the shareholder, the directors are satisfied that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide rent is recognised in the period in which the rent is provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss in the period to which they
relate, based on the rental charged is 98% of operating profit of the company that holds the lease and iis payable per month.

2.5

Finance costs

Finance costs are charged to the Income statement 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.

2.6

Borrowing costs

All borrowing costs are recognised in the Income statement in the year in which they are incurred.

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Income statement 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.

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.

2.8

Investment property

Investment property is carried at fair value determined annually by external valuers and 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 Income statement.

2.9

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.

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.11

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.

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

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 the Income statement.

2.13

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to the Income statement on a straight line basis over the period of the lease.

3.	Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the opinion of the directors there are no judgements or key sources of estimation uncertainty that affect the preparation of the financial statements.

In the opinion of the directors there are no judgements or key sources of estimation uncertainty that affect the preparation of the financial statements other than the carrying value of the investment property.

Employees

The average monthly number of employees, including directors, during the year was 2 (2024 - 2).

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

5.	Investment property

		Investment property
		£
	Valuation
	At 1 September 2024	56,770,000
	Additions at cost	494,084
	At 31 August 2025	57,264,084

	Comprising
	Cost	40,137,885
	Annual revaluation surplus/(deficit):
	2023	8,560,196
	2024	8,071,919
	2025	494,084
	At 31 August 2025	57,264,084

No valuation of the investment property was carried out during the year ended 2025. The most recent valuation was performed by Knight Frank in August 2024 on an open market value basis in accordance with RICS Valuation – Global Standards. This valuation resulted in an increase in the carrying value of the property to £56,770,000 in 2024 (2023: £44,740,000).

During the year ended 31 August 2025, capital expenditure of £494,084 was incurred on the property. The directors have considered the fair value of the property at 31 August 2025 and, having regard to the Knight Frank August 2024 valuation, the capital expenditure incurred in the year, and the absence of any material adverse changes in the Liverpool student accommodation market, are satisfied that the carrying value of £57,264,084 represents a reasonable approximation of fair value at the balance sheet date. A formal external valuation will be commissioned for the year ending 31 August 2026.

Debtors


					2025	2024
					£	£


Amounts owed by group undertakings	10	296,636
Other debtors	-	18,491
Prepayments and accrued income	-	225,808
	10	540,935

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

6.Debtors (continued)

Cash at bank and in hand	264,262	63,588
	264,262	63,588

Bank loans	-	172,459
Trade creditors	116,400	290,392
Amounts owed to group undertakings	16,323,940	205,259
Other taxation and social security	269,626	348,659
Accruals and deferred income	36,269	6,220
	16,746,235	1,022,989

Bank loans	33,000,000	33,000,000
Amounts owed to group undertakings	-	14,150,475
	33,000,000	47,150,475

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

Amounts falling due within one year
Bank loans	-	172,459
	-	172,459
Amounts falling in more than one year
Bank loans	33,000,000	33,000,000
	33,000,000	33,000,000


	33,000,000	33,172,459

In the year 2024, the company secured a £33,000,000 loan from Allied Irish Bank, with a repayment term of 33 months. The loan is scheduled to be fully repaid on 02 August 2027, and will be subject to the SONIA (Sterling Overnight Index Average) interest rate. At the balance sheet date, a total of £2,096,292.72 of interest, payable quarterly, had paid during the year plus a margin of 1.8% per annum. An interest rate swap is in place.

11.	Deferred taxation

		2025
		£

	At beginning of year	(4,887,298)
	Charged to profit or loss	(33,432)
	At end of year	(4,920,730)

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

11.Deferred taxation (continued)

Deferred tax	(4,158,029)	(4,158,029)
Accelerated capital allowances	(762,701)	(729,269)
	(4,920,730)	(4,887,298)

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £0.01	-	-

1 Ordinary share of £0.01 was held and has been fully paid.

13.

Related party transactions

In Amounts owed by group undertakings under Debtors is a balance of £Nil (2024: £1,235) to BLCP RS MidCo Limited and £10 (2024: £Nil) to BLCP Devon St Propco.

In Amounts owed to group undertakings under Creditors falling due within one year is balance of £562,110 (2024: £205,259) from BLCP RS SponsorCo Limited which is under the directors control. This amount is interest free and repayable on demand.

In Amlounts owed to group undertakings under Creditors falling due within one year is balance of £176,177 is payable (2024: £295,401 debit) to BLCP Liverpool Opco Limited. These amounts are interest free and repayable on demand.

Also, in Amounts owed to group undertakings under Creditors falling due within one year is a balance of £15,585,653 (2024: £14,150,475) from BLCP RS Holdco Limited which is under the directors control. The loan carries a 15% interest rate and is repayable on demand, the directors do not believe that the loan will be repaid within one year of the balance sheet date.

14.	Interest rate swap

The Company has an interest rate swap in place in connection with the AIB loan facility. At 31 August 2025 the mark-to-market value of the swap was approximately £82,800 (asset). The instrument has not been recognised on the balance sheet. The directors will consider the appropriate accounting treatment in future periods.

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LIMELIGHT LIVERPOOL INVESTMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

15.	Parent undertaking

At the balance sheet date, the company’s immediate parent undertaking was BLCP RS Midco Limited.

On 20 March 2026, subsequent to the balance sheet date, the company was acquired by HEREF VI UK Student Holding Limited. From that date, the company’s immediate parent undertaking is HEREF VI UK Student Holding Limited.

The company is not included in any consolidated financial statements.

16.	Events after the balance sheet date

Subsequent to the year end, on 20 March 2026, the entire issued share capital of the company was acquired by HEREF VI UK Student Holding Limited. Following completion of the acquisition, the company refinanced its existing bank facilities. The previous bank debt of £33,000,000 was repaid and replaced with new facilities of £36,300,000 from HSBC UK Bank plc, maturing on 16 March 2029.

These events are non-adjusting events after the reporting period and no adjustment has been made to the amounts recognised in these financial statements.

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