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Registered number: 12311538 MCL Property Office & Industrial MidCo Ltd Directors' Report and Financial Statements For the Year Ended 31 December 2025
MCL Property Office & Industrial MidCo Ltd Company Information
Directors | I Armstrong
| J Moulding
Registered number | 12311538
Registered office | 3rd Floor 1 Ashley Road
| Altrincham
| Cheshire
| WA14 2DT
Independent auditors | Hurst Accountants Limited
| Chartered Accountants & Statutory Auditors
| 3 Stockport Exchange
| Stockport
| SK1 3GG
MCL Property Office & Industrial MidCo Ltd Contents
| Page
Directors' report | 1 - 2
Independent auditors' report | 3 - 6
Statement of comprehensive income | 7
Statement of financial position | 8
Statement of changes in equity | 9
Notes to the financial statements | 10 - 15
MCL Property Office & Industrial MidCo Ltd Directors' Report For the Year Ended 31 December 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
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 101 ‘Reduced Disclosure Framework’. 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 and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙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.
Directors
The directors who served during the year were:
I Armstrong
J Moulding
Proposed members' voluntary liquidation
Subsequent to the year end, the directors determined that the Company should be placed into a members’ voluntary liquidation. It is currently intended that the liquidation will commence during August 2026, following the filing of these financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern, as explained in note 2.4.
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. Page 1
MCL Property Office & Industrial MidCo Ltd Directors' Report (continued) For the Year Ended 31 December 2025
Post balance sheet events
On 25 February 2026, the Company's subsidiary undertaking, MCL Property Office & Industrial Holdings Limited, made a distribution in specie to the Company comprising investments in subsidiary undertakings and other assets with a total carrying value of £19,472,565. On the same date, the Company made a distribution in specie of substantially all of those assets to its immediate parent undertaking, MCL Property Intermediate Holdings Limited. Following these transactions, the carrying value of the Company's investment in its subsidiary undertaking was impaired to £nil. These transactions formed part of a group reorganisation undertaken in preparation for the proposed members' voluntary liquidation of the Company during August 2026. Further information regarding the basis on which the financial statements have been prepared is included in note 2.4.
Auditors
The auditors, Hurst Accountants Limited, 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.
I Armstrong Director
Date: 13 August 2026
Page 2
MCL Property Office & Industrial MidCo Ltd Independent Auditors' Report to the Members of MCL Property Office & Industrial MidCo Ltd
Opinion
We have audited the financial statements of MCL Property Office & Industrial MidCo Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its result for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter — basis of preparation other than going concern
We draw attention to note 2.4 in the financial statements, which explains that, subsequent to the reporting date, the Company completed a series of transactions to distribute substantially all of its remaining assets. The directors intend to place the Company into members’ voluntary liquidation during August 2026 and, consequently, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. Page 3
MCL Property Office & Industrial MidCo Ltd Independent Auditors' Report to the Members of MCL Property Office & Industrial MidCo Ltd (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 set out on page 1, 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
MCL Property Office & Industrial MidCo Ltd Independent Auditors' Report to the Members of MCL Property Office & Industrial MidCo Ltd (continued)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: ∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. ∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. ∙Supporting documentation relating to the Company's policies and procedures for: −Identifying, evaluating, and complying with laws and regulations −Detecting and responding to the risks of fraud ∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. ∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. ∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: ∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. ∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. ∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. ∙Enquiring of management about any actual and potential litigation and claims. ∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud. Page 5
MCL Property Office & Industrial MidCo Ltd Independent Auditors' Report to the Members of MCL Property Office & Industrial MidCo Ltd (continued) We have also considered the risk of fraud through management override of controls by: ∙Testing the appropriateness of journal entries and other adjustments, and identifying accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error. ∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and ∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, 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 or intentional misrepresentations, or through collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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. Helen Besant-Roberts (senior statutory auditor) for and on behalf of Hurst Accountants Limited Chartered Accountants & Statutory Auditors 3 Stockport Exchange Stockport SK1 3GG 13 August 2026 Page 6
MCL Property Office & Industrial MidCo Ltd Statement of Comprehensive Income For the Year Ended 31 December 2025
The Company has not traded during the current period or prior period. During this period, the Company received no income and incurred no expenditure and therefore made neither profit nor loss.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 10 to 15 form part of these financial statements.
Page 7
MCL Property Office & Industrial MidCo Ltd Registered number: 12311538 Statement of Financial Position As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 6 |  | 19,522,462 |  | 19,522,462
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 2 |  | 2 |
Creditors: amounts falling due within one year | 8 | (2) |  | (2) |
Net current assets |  |  | - |  | -
Net assets |  |  | 19,522,462 |  | 19,522,462
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 10 |  | 10
Profit and loss account | 10 |  | 19,522,452 |  | 19,522,452
|  |  | 19,522,462 |  | 19,522,462
The Company's financial statements have been prepared in accordance with the provisions applicable to entities 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:
I Armstrong
Director
Date: 13 August 2026
The notes on pages 10 to 15 form part of these financial statements. Page 8
MCL Property Office & Industrial MidCo Ltd Statement of Changes in Equity For the Year Ended 31 December 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2025 | 10 | 19,522,452 | 19,522,462
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | - | -
Total transactions with owners | - | - | -
At 31 December 2025 | 10 | 19,522,452 | 19,522,462
Statement of Changes in Equity For the Year Ended 31 December 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 10 | 19,522,452 | 19,522,462
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | - | -
Total transactions with owners | - | - | -
At 31 December 2024 | 10 | 19,522,452 | 19,522,462
| The notes on pages 10 to 15 form part of these financial statements.
Page 9
MCL Property Office & Industrial MidCo Ltd Notes to the Financial Statements For the Year Ended 31 December 2025
1. | General information
MCL Property Office & Industrial MidCo Limited is a private company limited by shares incorporated in England and Wales, company number 12311538. The address of the registered office is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT. The principal activity of the company is that of a holding company. 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 101 'Reduced Disclosure Framework' and the Companies Act 2006. The financial statements have been prepared on a basis other than going concern, as explained in note 2.4. Subject to the adjustments and considerations arising from that basis, the financial statements have been prepared under the historical cost convention. The preparation of financial statements in compliance with FRS 101 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).
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Starfish & Coffee Group Limited as at 31 December 2025 and these financial statements may be obtained from 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
| 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 10
MCL Property Office & Industrial MidCo Ltd Notes to the Financial Statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.4 | Basis of preparation other than going concern
Subsequent to the reporting date, the directors implemented a group reorganisation in preparation for the solvent liquidation of the Company and certain subsidiary undertakings. On 25 February 2026, the Company's subsidiary undertaking, MCL Property Office & Industrial Holdings Limited, made a distribution in specie to the Company comprising investments in subsidiary undertakings and other assets with a total carrying value of £19,472,565. The Company subsequently made a distribution in specie of substantially all of those assets to its immediate parent undertaking, MCL Property Intermediate Holdings Limited. Following these transactions, the carrying value of the Company's investment in its subsidiary undertaking was impaired to £nil. The directors intend to place the Company into members' voluntary liquidation during August 2026. As this intention existed before the financial statements were approved, the directors consider that it would be inappropriate to prepare the financial statements on a going-concern basis. The financial statements have therefore been prepared on a basis other than going concern. In preparing the financial statements on this basis, the directors have considered the amounts expected to be recovered from the Company's assets and the amounts expected to be incurred in settling its liabilities.
| 2.5 | 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 reporting date in the countries where the Company operates and generates income.
| 2.6 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.7 | Share capital
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The company’s ordinary shares are classified as equity instruments. Page 11
MCL Property Office & Industrial MidCo Ltd Notes to the Financial Statements For the Year Ended 31 December 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date. The nature of estimation means that the actual outcomes could differ from those estimates. Carrying value of investment s The Directors review the carrying value of investments on an ongoing basis to ascertain whether there are any indicators of impairment. As at 31 December 2025 the carrying value of investments was £19,522k (2024: £19,522k).
4. | Auditors' remuneration
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company. Auditors' remuneration is borne by another company within the group, Moulding Capital Limited.
5. | Employees
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 2 | 2
| Directors are not remunerated by MCL Property Office & Industrial MidCo Limited.
Page 12
MCL Property Office & Industrial MidCo Ltd Notes to the Financial Statements For the Year Ended 31 December 2025
6. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 66,379,968
| At 31 December 2025 | 66,379,968
| Impairment |
| At 1 January 2025 | 46,857,506
| At 31 December 2025 | 46,857,506
| Net book value |
| At 31 December 2025 | 19,522,462
| At 31 December 2024 | 19,522,462
| Subsequent to the reporting date, the Company's subsidiary undertaking, MCL Property Office & Industrial Holdings Limited, distributed substantially all of its remaining assets. Following the distribution, the carrying value of the Company's investment in that undertaking was impaired to £nil.
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Principal activity | Class of shares | Holding
| MCL Property Office & Industrial Holdings Limited | Holding company | Ordinary | 100%
| MCL PV PropCo Limited* | Property investments | Ordinary | 100%
| MCL Gadbrook PropCo Limited* | Property investments | Ordinary | 100%
| MCL A&A PropCo Limited* | Property investments | Ordinary | 100%
| *Indirect subsidiaries The registered office of the subsidiaries is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
Page 13
MCL Property Office & Industrial MidCo Ltd Notes to the Financial Statements For the Year Ended 31 December 2025
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 2 | 2
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 2 | 2
9. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 10 (2024 - 10) Ordinary shares of £1 each | 10 | 10
10. | Reserves
Profit and loss account Comprises the retained profits and losses for the period.
11. | Contingent liabilities
The Company has granted security, including fixed and floating charges over its assets, in respect of borrowings of the Company and certain fellow group undertakings under a shared banking facility. Under the terms of the facility, the Company may be jointly and severally liable for the obligations of those entities. At 31 December 2025, the total amount secured under these arrangements was £23,476k (2024: £22,596 k). Subsequent to the year end, in preparation for the proposed members’ voluntary liquidation disclosed in note 13, the Company was released from the security arrangements and the related charges have been satisfied. No provision has been recognised in respect of these arrangements as the directors consider the likelihood of any outflow arising from the obligations of other group undertakings to be remote. Page 14
MCL Property Office & Industrial MidCo Ltd Notes to the Financial Statements For the Year Ended 31 December 2025
12. | Related party transactions
| The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly owned subsidiaries. The Company has taken advantage of the exemption under paragraph 8(j) of FRS 101 not to disclose transactions with key management personnel.
13. | Post balance sheet events
On 25 February 2026, the Company's subsidiary undertaking, MCL Property Office & Industrial Holdings Limited, made a distribution in specie to the Company comprising investments in subsidiary undertakings and other assets with a total carrying value of £19,472,565. On the same date, the Company made a distribution in specie of substantially all of those assets to its immediate parent undertaking, MCL Property Intermediate Holdings Limited. Following these transactions, the carrying value of the Company's investment in its subsidiary undertaking was impaired to £nil. These transactions formed part of a group reorganisation undertaken in preparation for the proposed members' voluntary liquidation of the Company during August 2026. Further information regarding the basis on which the financial statements have been prepared is included in note 2.4.
14. | Controlling party
The company's immediate parent company is MCL Property Intermediate Holdings Limited, a company registered in England and Wales, registered number is 12310481. The company's ultimate parent is Starfish & Coffee Group Limited, a company registered in Guernsey, registered number 1-67166. The ultimate controlling party is Mr M Moulding, who holds a controlling interest in Starfish & Coffee Group Limited. The consolidated financial statements of Starfish & Coffee Group Limited as at 31 December 2025 are available on request from 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
Page 15