Registration number: 05987141
Meadowhall Finance PLC
Annual Report and Financial Statements
for the Year Ended 31 March 2025
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Meadowhall Finance PLC
Contents
Strategic Report 1to2
Directors' Report 3to4
Independent Auditors' Report 5to10
Profit and Loss Account 11
Statement of Comprehensive Income 12
Balance Sheet 13
Statement of Changes in Equity 14
Notes to the Financial Statements 15 to 25
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Meadowhall Finance PLC
Strategic Report for the Year Ended 31 March 2025
The directors present their Strategic Report for the year ended 31 March 2025.
Business review and principal activities
Meadowhall Finance PLC ("the Company") is a wholly owned subsidiary of Meadowhall Limited Partnership.
Prior to 12 July 2024, the ultimate holding company was MSC Property Intermediate Holdings Limited whose
subsidiaries operated as a joint venture between The British Land Company PLC and NBIM Victoria Limited ("the
MSC Group").
Following the exchange and completion of contracts on 12 July 2024 for the sale of The British Land Company's
50% shareholding in MSC Property Intermediate Holdings Limited to NBIM Victoria Limited, the Company now
operates as a constituent of the Norges Bank Group of companies ("the Group"). Norges Bank is the central bank
of Norway and is considered to be the ultimate controlling party from the completion date.
NBIM Victoria GP Limited changed its name to NBIM Victoria Limited on 14 May 2025.
The Company's principal activity is to provide funding to fellow subsidiaries.
Financial review
As shown in the Company's Profit and Loss Account on page 11, profit on ordinary activities before taxation is
£2,155 compared to a profit on ordinary activities before taxation of £2,363 in the prior year. As the principal
amount outstanding on the bonds reduce as detailed in note 10 and 11, the Company consistently pays less
interest year on year. The falling profit before tax is commensurate with the lower interest paid in the year.
Dividends of £nil (2024: £nil) were paid in the year.
The Balance Sheet on page 13 shows that the Company's financial position at the year end was a net liability of
£767,219 (2024: £1,354,690 liability). The change is due to movements in the valuation of interest rate swaps as
detailed in note 11, which are related to market interest rates at the current and previous year ends respectively.
Strategy, future developments and key performance indicators
The MSC Group is involved in property investment and as such plays a key role in supporting Norges Bank's
broader investment strategy. The MSC Group seeks to deliver an above average annualised total return to
Norges Bank. This is achieved by the MSC Group holding investment property with strong rental growth
prospects and best i n class sustainable spaces.
The Board of the MSC Group uses total accounting return to monitor the performance of the MSC Group, with
turnover and net asset values being the key component parts. The performance in these areas are described in
more detail in the business review.
The MSC Group anticipates continuing in property investment for the foreseeable future.
Principal risks and uncertainties
The Company is part of the MSC Group, a property investment group. As such, the fundamental underlying risks
for the Company are those of the MSC Group as discussed below.
The MSC Group's objective is to achieve attractive long-term returns whilst minimising risks. In order to identify
and evaluate risks and design controls to mitigate them, a regular comprehensive assessment is undertaken
which has identified certain individual risks affecting the MSC Group, most of which arise out of natural market
volatility, relating to supply and demand imbalances in the following areas:
Page 1
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Meadowhall Finance PLC
Strategic Report for the Year Ended 31 March 2025 (continued)
• differential pricing for premium locations and buildings;
• demand for returns from investors in property, compared to other asset classes;
• price differentials for capital to finance the business;
• legislative initiatives, including planning consents and taxation;
• economic cycles, including the impact on tenant covenant quality, interest rates and inflation; and
• consumer demand for out of town shopping centres versus other forms of retailing.
Risk management
The MSC Group is a property investment group. The fundamental underlying risks, for this group are discussed
below. The MSC Group generates returns to Norges Bank through long-term investment decisions requiring the
evaluation of opportunities arising in the following areas:
• demand for space from occupiers against available supply;
• alternative use for buildings; and
• construction pricing and programming.
These opportunities also represent risks, the most significant being change to the value of the property portfolio.
This risk has a high visibility to directors and is considered and managed on a continuous basis. Directors use
their knowledge and experience to knowingly accept a measured degree of market risk.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the
other party to incur a financial loss. In order to manage this risk, management regularly monitors all amounts that
are owed to the MSC Group to ensure that the amounts are paid in full and on time.
Liquidity risk is the risk that the entity will encounter difficulty in raising funds to meet commitments associated
with financial liabilities. This risk is managed through the day-to-day monitoring of future cash flow requirements
to ensure that the MSC Group has enough resources to repay all future amounts outstanding.
The MSC Group uses interest rate swap contracts to hedge interest rate risk exposures. The MSC Group does
not use derivative financial instruments for speculative purposes. The MSC Group finances its operations by a
mixture of shareholder funding and public debt issues. The MSC Group borrows in Sterling at both fixed and
floating rates of interest, using interest rate derivatives to hedge the interest rate risk on variable rate debt.
The macroeconomic and geopolitical challenges from the previous year have persisted into the current financial
year, inevitably affecting the MSC Group through high interest r ates and inflation, and resulting pressures on
property valuations. Encouragingly, the economy has been more resilient than expected given recent declines in
inflation and interest rates, albeit the macroeconomic outlook remains uncertain. The directors have maintained
oversight over the response to these external challenges, implementing measures to mitigate the impact on the
MSC Group.
The Company holds one derivative as at 31 March 2025 (2024: one) to fix the interest rates on external debt at
approximately 4.65% (2024: 4.65%). The fair value of interest rate derivatives at the year end is a liability of
£1.1m (2024: £1.8m liability) and has been accounted for using hedge accounting through the Statement of
Comprehensive Income, with the ineffective portion recognised i n the Profit and Loss Account.
Approved by the Board on ................................... and signed on its behalf by:
.........................................
Director
Page 2
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Meadowhall Finance PLC
Directors' Report for the Year Ended 3 1 M arch 2025
The Directors present their report and the audited financial statements for the year ended 31 March 2025. The
information contained in the Strategic Report, which includes details of the strategy, future developments and key
performance indicators of the Company, also forms part of the Directors' Report.
Directors of the Company
The directors, who held office during the year, and up to the date of signing the financial statements, were as
follows:
J Patel
A Teeling (appointed 12 July 2024)
L Sjosten Northey (appointed 31 December 2024)
R Peel (resigned 31 December 2024)
H Shah (resigned 12 July 2024)
J Brookes (resigned 12 July 2024)
P Case (resigned 12 July 2024)
Directors' responsibilities statement
The Directors acknowledge their responsibilities for preparing the Annual 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 prepared the financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure
Framework”, and applicable law). Under company law the Directors must not approve the financial statements
unless t hey 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 apply them consistently;
• state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed,
subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• 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 t hat 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 enable them to ensure that the financial statements comply with the Companies Act 2006.
The Directors 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.
Environmental matters
The MSC Group recognises the importance of its environmental responsibilities, monitors its impact on the
environment; and designs and implements policies to reduce any damage that might be caused by the MSC
Group's activities. The MSC Group operates in accordance with best practice policies and initiatives designed to
minimise the MSC Group's impact on the environment including safe disposal of manufacturing waste, recycling
and reducing energy consumption.
In preparing the financial statements, the impact of climate change has been considered. Whilst noting the MSC
Group's commitment to sustainability, there has not been a material impact on the financial reporting judgements
and estimates arising from our considerations, which include physical climate and transitional risk assessments
conducted by the MSC Group.
Page 3
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Meadowhall Finance PLC
Directors' Report for the Year Ended 31 March 2025 (continued)
Going concern
The Directors have reviewed the Company’s forecast working capital and cash flow requirements, in addition to
making enquiries and examining areas which could give risk to financial exposure.
At 31 March 2025 the Company was in a net liability position of £767,219 (2024: £1,354,690 liability) mainly due
to market rates being below the fixed rate payable on the Company’s interest rate swap. Within the going
concern period the Company is required to repay principal amounts of £34,430,400 on the secured bonds and
receive £34,430,400 on the t erm loans from Meadowhall Limited Partnership (the borrower).
In the instance of a shortfall on repayment of the term loan by the borrower due to lower rents received from
tenants, the Company has access to an undrawn Liquidity Facility of £75m which will be available f or the
scheduled life of the bonds to 2032, to meet certain shortfalls in debt service of the Issuer, including bond interest
and certain bond amortisation amounts. The Company also has the ability t o defer other debt service amounts if
required. As a result of the above, Meadowhall Finance PLC expects to have sufficient resources to meet the
debt service requirements of the Company.
Additionally, the ultimate parent company has agreed to support this subsidiary to enable it to meet its liabilities
as they fall due for at least 12 months from the date of signing these financial statements.
Considering all of the above factors, the Directors have a reasonable expectation that the Company has
adequate resources to continue its operations for at least twelve months after the signing of these financial
statements and as a result they continue to adopt the going concern basis in preparing the financial statements.
Subsequent Events
Details of significant events since the balance sheet date, if any, are contained in note 15.
Dividends
Dividends of £nil (2024: £nil) were paid in the year. Dividends proposed after the year end were £nil (2024: £nil).
Disclosure of information to the auditors
Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of
any relevant audit information and to establish that the Company's auditors are aware of that information. The
Directors confirm that there is no relevant information that they know of and of which they know the auditors are
unaware.
Independent auditors
During the year PricewaterhouseCoopers LLP resigned as auditors and HaysMac LLP were appointed as
auditors.
The auditors HaysMac LLP are deemed to be reappointed under section 487 of the Companies Act 2006.
Approved by the Board on ................................... and signed on its behalf by:
.........................................
Director
Page 4
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Meadowhall Finance PLC
Profit and Loss Account for the Year Ended 31 March 2025
Note
2025
£
2024
£
Interest receivable and similar income
4
21,547,149
23,628,490
Interest payable and similar expenses
5
(21,544,994)
(23,626,127)
Profit before taxation
2,155
2,363
Taxation
8
(34,624)
(591)
(Loss)/profit for the financial year
(32,469)
1,772
Results were derived from continuing operations within the United Kingdom.
The notes on pages 15 to 25 form an integral part of these financial statements.
Page 11
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Meadowhall Finance PLC
Statement of Comprehensive Income for the Year Ended 31 March 2025
Note
2025
£
2024
£
(Loss)/profit for the financial year
(32,469)
1,772
Items that may be reclassified subsequently to profit or loss
Gain on cash flow hedges (net)
11
807,504
628,268
Movement on deferred tax relating to derivative valuations
12
(187,564)
(189,003)
Total other comprehensive income
619,940
439,265
Total comprehensive income f or the financial year
587,471
441,037
The notes on pages 15 to 25 form an integral part of these financial statements.
Page 12
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Meadowhall Finance PLC
(Registration number: 05987141)
Balance Sheet as at 31 March 2025
Note
31 March
2025
£
31 March
2024
£
Non-current assets
Intercompany non-current debtors
9
372,336,290
406,766,690
Deferred tax asset
12
263,785
451,349
372,600,075
407,218,039
Current assets
Debtors
9
38,836,687
42,917,258
Cash and cash equivalents
2,008
1,639
38,838,695
42,918,897
Creditors: amounts falling due within one year
10
(38,814,558)
(42,919,538)
Net current assets/(liabilities)
24,137
(641)
Total assets less current liabilities
372,624,212
407,217,398
Creditors: amounts falling due after more than one year
11
(373,391,431)
(408,572,088)
Net liabilities
(767,219)
(1,354,690)
Capital and reserves
Called up share capital
13
12,502
12,502
Cash f low hedging reserve
(262,590)
(882,530)
Profit and loss account
(517,131)
(484,662)
Total shareholders' deficit
(767,219)
(1,354,690)
The financial statements on pages 11 to 25 were authorised for issue b y the Board on ................................... and
signed on its behalf by:
.........................................
Director
The notes on pages 15 to 25 form an integral part of these financial statements.
Page 13
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Meadowhall Finance PLC
Statement of Changes in Equity for the Year Ended 31 March 2025
Called up share
capital
£
Cash flow
hedging
reserve
£
Profit and loss
account
£
Total
£
Balance at 1 April 2023
12,502 (1,321,795) (486,434) (1,795,727)
Profit for the year
- - 1,772 1,772
Gain on cash flow hedges (net)
- 628,268 - 628,268
Movement on deferred tax
relating to derivative valuations
- (189,003) - (189,003)
Total comprehensive income f or
the financial year
- 439,265 1,772 441,037
Balance at 31 March 2024
12,502 (882,530) (484,662) (1,354,690)
Balance at 1 April 2024
12,502 (882,530) (484,662) (1,354,690)
Loss for the year
- - (32,469) (32,469)
Gain on cash flow hedges (net)
- 807,504 - 807,504
Movement on deferred tax
relating to derivative valuations
- (187,564) - (187,564)
Total comprehensive income f or
the financial year
- 619,940 (32,469) 587,471
Balance at 31 March 2025
12,502 (262,590) (517,131) (767,219)
The notes on pages 15 to 25 form an integral part of these financial statements.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
1 General information
The Company is a public company limited by share capital, incorporated and domiciled in England, United
Kingdom.
The address of its registered office is:
York House
45 Seymour Street
London
W1H 7LX
2 Accounting policies
Summary of material accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis o f preparation
The financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”).
The financial statements have been prepared under the historical cost convention, and in accordance with the
Companies Act 2006.
Exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in
accordance with FRS 101. The exemptions taken are set out below.
Summary of disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101:
(a) The requirements of IAS 1 ‘Presentation of Financial Statements’ to provide a balance sheet at the
beginning of the year in the event of a prior year adjustment;
(b) The requirements of IAS 1 to provide a statement of cash flows for the year;
(c) The requirements of IAS 1 to provide a statement of compliance with IFRS;
(d) The requirements of IAS 1 to disclose information on the management of capital;
(e) The requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting
Estimates and Errors’ to disclose new IFRS's that have been issued but are not yet effective;
(f) 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;
(g) The requirements of paragraph 17 of IAS 24 t o disclose k ey management personnel compensation;
(h) The requirements of IFRS 7 ‘Financial Instruments: Disclosures’ to disclose financial instruments; and
(i) The requirements of paragraphs 91-99 of IFRS 13 'Fair Value Measurement' to disclose information of fair
value valuation techniques and inputs.
Disclosure exemptions for subsidiaries are permitted where t he relevant disclosure requirements are met in the
consolidated financial statements. Where required, equivalent disclosures are given in the Group financial
statements of MSC Property Intermediate Holdings Limited. The Group financial statements of MSC Property
Intermediate Holdings Limited are available to the public and can be obtained as set out in note 16.
Page 15
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
2 Accounting policies (continued)
Going concern
The Directors have reviewed the Company’s forecast working capital and cash flow requirements, in addition to
making enquiries and examining areas which could give risk to financial exposure.
At 31 March 2025 the Company was in a net liability position of £767,219 (2024: £1,354,690 liability) mainly due
to market rates being below the fixed rate payable on the Company’s interest rate swap. Within the going
concern period the Company is required to repay principal amounts of £34,430,400 on the secured bonds and
receive £34,430,400 on the t erm loans from Meadowhall Limited Partnership (the borrower).
In the instance of a shortfall on repayment of the term loan by the borrower due to lower rents received from
tenants, the Company has access to an undrawn Liquidity Facility of £75m which will be available f or the
scheduled life of the bonds to 2032, to meet certain shortfalls in debt service of the Issuer, including bond interest
and certain bond amortisation amounts. The Company also has the ability t o defer other debt service amounts if
required. As a result of the above, Meadowhall Finance PLC expects to have sufficient resources to meet the
debt service requirements of the Company.
Additionally, the ultimate parent company has agreed to support this subsidiary to enable it to meet its liabilities
as they fall due for at least 12 months from the date of signing these financial statements.
Considering all of the above factors, the Directors have a reasonable expectation that the Company has
adequate resources to continue its operations for at least twelve months after the signing of these financial
statements and as a result they continue to adopt the going concern basis in preparing the financial statements.
Adoption status of relevant new financial reporting standards, amendments and interpretations
The Company has applied the following minor amendments to standards to the financial statements for the first
time for the year ended 31 March 2025: IAS 1 ‘Presentation of Financial Statements’ on the classification of
liabilities and non-current liabilities with c ovenants, IFRS 16 ‘Leases’ on sale and leaseback arrangements and
IFRS 8 'Operating Segments' Agenda Decision. The amendments did not have any material impact on amounts
recognised in prior years and are not expected to materially affect current and future years.
The standards and amendments which have been issued but are not yet effective include IFRS 18 ‘Presentation
and Disclosure in Financial Statements’ and amendments t o both IFRS 9 ‘Financial Instruments’ and IFRS 7
‘Financial Instruments: Disclosures’ in respect of the classification and measurement of financial instruments.
With the exception of IFRS 18, which the Company is still assessing and the impact to the financial statements is
not yet known, these amendments to standards that are not yet effective are not expected to have a material
impact o n the Company’s results.
Interest payable and receivable policy
Interest payable and receivable is recognised as incurred under the accruals concept.
Interest payable includes financing charges which are spread over the period to redemption, using the effective
interest method. Commitment fees on non-utilised facilities are also included within interest payable.
Interest receivable is generated under an agreement with Meadowhall Limited Partnership. It is calculated as
being the interest payable plus a margin. So by inference interest receivable is recognised on the same basis as
interest payable.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
2 Accounting policies (continued)
Taxation
Current tax
Current tax is the expected t ax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.
Current tax is based on taxable profit for the year and is calculated using tax rates that have been enacted or
substantively enacted at the balance sheet date. Taxable profit differs from net profit as reported in the profit and
loss account because it excludes items of income or expense that are not taxable (or tax deductible).
Deferred tax
Deferred tax is provided on items that may become taxable at a later date, on the difference between the balance
sheet value and tax base value, on an undiscounted basis. The Company recognises deferred tax assets on
derivative revaluations to the extent that future matching taxable profits are expected to arise.
Financial assets and liabilities
Trade debtors and creditors are initially recognised at fair value and subsequently measured at amortised cost
and discounted as appropriate. On initial recognition the MSC Group calculates the expected credit loss for
debtors based on lifetime expected credit losses under the IFRS 9 simplified approach.
Loans and receivables classified as amortised cost are measured using the effective interest method, less any
impairment. Interest i s recognised by applying the effective interest rate.
Debt instruments are stated at their net proceeds on issue. Finance charges including premia payable o n
settlement or redemption and direct issue costs are spread over the period to redemption, using the effective
interest method. Exceptional finance charges incurred due to early redemption (including premia) are recognised
in the Consolidated Income Statement when they occur.
As defined by IFRS 9, cash flow and fair value hedges are initially recognised at fair value at the date the
derivative contracts are entered into, and subsequently remeasured at fair value. Changes in the fair value of
derivatives that are designated and qualify as effective cash flow hedges are recognised directly through other
comprehensive income as a movement in the hedging and translation reserve. Changes in the fair value of
derivatives that are designated and qualify as effective fair value hedges are recorded in the Profit and Loss
Account, along with any changes in the fair value of the hedged item that is attributable to the hedged risk. Any
ineffective portion of all derivatives is recognised in the Profit and Loss Account in the fair value of derivatives
that are not in a designated hedging relationship under IFRS 9 are recorded directly in the Profit and Loss
Account. These derivatives are carried at fair value on the balance sheet.
Cash equivalents are limited to instruments with a maturity of less than three months.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other
resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred
and the time value of money is material, the initial measurement is on a present value basis.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
3 Critical accounting judgements and key sources of estimation uncertainty
In applying the Company's accounting policies, the Directors are required to make critical accounting judgements
and assess key sources of estimation uncertainty that affect the financial statements.
Key sources of estimation uncertainty
Hedge accounting
The Company no longer identifies a key source of estimation uncertainty in relation to the valuation of derivatives.
This is justified because t he potential for the valuation of derivatives to materially impact the carrying amount in
the next financial year is limited.
Trade a nd other debtors
The Company previously identified a key source of estimation uncertainty in relation to the recoverable value of
trade and other debtors. The Company has not previously recognised any expected credit loss provisions in
respect of the trade and other debtors, and the year-on-year decrease in trade and other debtors is due to the
unwinding of the interest payments received. Due to the lack of any key estimation used by the Company in the
determination of the carrying value of trade and other debtors, the Company no longer identifies trade and other
debtors as a key source of estimation uncertainty.
Critical accounting judgements
The directors do not consider there to be any critical accounting judgements in the preparation of the Company
financial statements.
4 Interest receivable and similar income
2025
£
2024
£
Interest received on amounts owed by group companies
21,547,149
23,628,490
21,547,149
23,628,490
5 Interest payable and similar expenses
2025
£
2024
£
Interest on bank overdrafts and borrowings
21,705,112
23,802,302
Interest received on cashflow hedge
(160,118)
(176,175)
21,544,994
23,626,127
6 Auditors' remuneration
A notional charge of £65,000 (2024: £16,224) is deemed payable to HaysMac in respect o f the audit of the
financial statements for the year ended 31 March 2025. Actual amounts payable to HaysMac are paid at the MSC
Property Intermediate Holdings Limited level. In the prior year audit fees were payable to
PricewaterhouseCoopers LLP.
No non-audit fees (2024: £nil) were paid to HaysMac in the current year and PricewaterhouseCoopers LLP in the
prior year.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
7 Staff costs
No director (2024: nil) received any remuneration for services to the Company in either year. The remuneration of
the directors was borne by another Company, for which no apportionment or recharges were made.
Average number of employees, excluding directors, of the Company during the year was nil (2024: nil).
8 Taxation
2025
£
2024
£
Current taxation
UK corporation taxation
34,624
591
Taxation charge in the profit and loss account
34,624
591
2025
£
2024
£
Taxation reconciliation
Profit before taxation
2,155
2,363
Taxation on profit at UK corporation tax rate of 25%
539
591
Effects of:
Taxation losses and other timing differences
34,085
-
Total taxation charge
34,624
591
9 Debtors
31 March
2025
£
31 March
2024
£
Amounts due from related parties
50,847
50,954
Intercompany loans
34,430,400
37,899,520
Accrued income due from related parties
4,355,440
4,966,784
38,836,687
42,917,258
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
9 Debtors (continued)
31 March
2025
£
31 March
2024
£
Debtors due after more than one year
Intercompany non-current debtors
372,336,290
406,766,690
Deferred tax asset
263,785
451,349
372,600,075
407,218,039
Amounts due from related parties relate to amounts due from Group companies which are repayable on demand.
There is no interest charged on these balances.
10 Creditors: amounts falling due within one year
31 March
2025
£
31 March
2024
£
Accruals and deferred income
4,347,816
5,018,193
Amounts due to related parties
1,825
1,825
Corporation tax liability
34,517
-
Secured bonds
34,430,400
37,899,520
38,814,558
42,919,538
Amounts due to related parties relate to amounts owed to Group companies which are repayable on demand.
Interest is charged on these balances in accordance with the group policy on intercompany loan accounts.
11 Creditors: amounts falling due after more than one year
31 March
2025
£
31 March
2024
£
Secured bonds due within one to two years
22,479,960
34,430,400
Secured bonds due within two to five years
68,466,180
68,523,380
Secured bonds due after five years
281,390,150
303,812,910
Interest rate derivative liability
1,055,141
1,805,398
373,391,431
408,572,088
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
11 Creditors: amounts falling due after more than one ye ar (continued)
31 March
2025
£
31 March
2024
£
Borrowings repayment analysis
Repayments due:
Within one year
34,430,400
37,899,520
Within one to two years
22,479,960
34,430,400
Within two to five years
68,466,180
68,523,380
125,376,540
140,853,300
After five years
281,390,150
303,812,910
Total borrowings
406,766,690
444,666,210
Fair value of interest rate derivatives
1,055,141
1,805,398
Total debt
407,821,831
446,471,608
31 March
2025
£
31 March
2024
£
Secured bonds on the assets of the Meadowhall Limited Partnership
Class A1 4.986% Bonds due 2037
266,761,440
299,760,560
Class A2 Floating Rate Bonds due 2037
39,060,000
39,780,000
Class B 4.988% Bonds due 2037
100,945,250
105,125,650
Total borrowings
406,766,690
444,666,210
Fair value of interest rate derivatives
1,055,141
1,805,398
Total secured borrowings
407,821,831
446,471,608
The £39m (2024: £40m) floating rate bonds are fully hedged by a swap to 2032. At 31 March 2025, taking into
account the effect of derivatives, 100% of the bonds were fixed (2024: 100%) until expected maturity. The bonds
amortise from 2007 to 2032, and are secured on the properties of the MSC Group valued at £737m (2024:
£689m). The weighted average interest rate of the bonds is 5.03% (2024: 5.01%). The weighted average maturity
of the bonds is 5.3 years (2024: 5.8 years). The bonds are listed on the London Stock Exchange ('LSE').
The secured bonds as detailed in this note are issued by Meadowhall Finance PLC ("Issuer") and the proceeds
are on-lent to Meadowhall Limited Partnership ("Borrower") under the Issuer/Borrower Loan Agreement. Under
this agreement Meadowhall Limited Partnership granted security over its beneficial interest in Meadowhall
Shopping Centre ("Mortgaged Property") and selected other interests and assets.
At 31 March 2025, the Company was financed by £406.8m bonds (2024: £444.7m).
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
11 Creditors: amounts falling due after more than one ye ar (continued)
Except as detailed below, the carrying amounts of financial assets and financial liabilities recorded at amortised
cost in the financial statements are approximately equal to their fair values.
31 March
2025
£m
31 March
2024
£m
Bonds fair value
374
396
Comparison o f fair values and book values and fair value hierarchy
The table below provides a comparison of fair value and book value along with t he classification per the fair value
hierarchy. The different levels are defined:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level
Fair value
31 March
2025
£m
Book value
31 March
2025
£m
Fair value
31 March
2024
£m
Book value
31 March
2024
£m
Secured bonds 2
374 407
396 445
Interest rate derivative liability 2
1 1
2 2
375 408
398 447
The fair values of the bonds have been established by obtaining quoted market prices from brokers. The
derivatives have been valued by calculating the present value of future cash flows, using appropriate market
discount rates, by an independent treasury advisor.
The Class A1 and B Loan notes expose the entity to fair value interest rate risk while the Class A2 Loan notes
expose the Company to cash flow interest rate risk.
The ineffectiveness recognised in the Profit and Loss Account on cash flow hedges in the year ended 31 March
2025 was £nil (2024: £nil). The table below summarises variable rate debt hedged at 31 March 2025.
31 March
2025
£
31 March
2024
£
Outstanding after one year
39,060,000
39,060,000
Outstanding after two years
37,260,000
39,060,000
Outstanding after five years
30,840,000
32,580,000
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
11 Creditors: amounts falling due after more than one ye ar (continued)
Hedge accounting
The Company uses interest rate swaps to hedge exposure to the variability in cash flows on floating rate debt. At
31 March 2025, the fair value of these derivatives, which have been designated cash flow hedges under lFRS 9,
is a liability of £1.1m (2024: £1.8m liability). The valuation movement reflects the change in market interest rates
since the beginning of the year.
The derivatives have been valued by calculating the net present value of future cash flows, using appropriate
market discount rates, by an independent treasury advisor. The effective portion of changes in fair value of the
designated hedging instrument is recognised in other comprehensive income. The gain or loss relating to the
ineffective portion is recognised immediately in the profit and loss. Amounts previously recognised in other
comprehensive income and accumulated in equity are reclassified to the profit and loss in the periods in which
the hedged item affects profit or loss or when the hedging relationship ends.
2025 2024 Movement
Reconciliation to gain / (loss) on cash flow hedges (net)
£££
Fair value of interest rate derivatives (gross) (1,055,141) (1,805,398) 750,257
Less: Derivative interest accrued (3,452) (60,699) 57,247
Fair value of interest rate derivatives (net) (1,058,593) (1,866,097) 807,504
2024 2023 Movement
Reconciliation to gain / (loss) on cash flow hedges (net)
£££
Fair value of interest rate derivatives (gross) (1,805,398) (2,561,411) 756,013
Less: Derivative interest accrued (60,699) 67,046 (127,745)
Fair value of interest rate derivatives (net) (1,866,097) (2,494,365) 628,268
The Treasury Function
The Company finances its operations through public debt issues. The Company borrows in Sterling at both fixed
and floating rates of interest, using interest rate derivatives to hedge these borrowings where appropriate.
Risk Management
Capital risk management:
The Company finances its operations through public debt issues to ensure that sufficient competitively priced
finance i s available to support the property strategy of the MSC Group.
The approach adopted has been to engage in debt financing with long term maturity dates and as such the bonds
issued are due in 2037, but are expected to be repaid in 2032. Including debt amortisation 69.2% (2024: 68.3%)
of the total borrowings are due for payment after 5 years. There are no immediate debt refinancing requirements.
The Company maintains a revolving liquidity facility which provides financial liquidity. This facility is only available
for the requirements of the Meadowhall securitisation. At 31 March 2025 this facility was £75.0m (£75.0m
undrawn) (2024: £75.0m (£75.0m undrawn)).
Details of bond covenants are authorised in the bonds Offering Circular, accessible via:
https://meadowhall.co.uk/debt-investors-meadowhall-financing-plc
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
11 Creditors: amounts falling due after more than one ye ar (continued)
Credit risk:
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the
other party to incur a financial loss. The carrying amount of financial assets recorded in the financial statements
represents the Company’s maximum exposure to credit risk without taking account of the value of any collateral
obtained.
Cash and deposits at 31 March 2025 amounted to £2,008 (2024: £1,639) and are placed with European Financial
institutions with A or better credit ratings. At 31 March 2025, prior to taking account of any offset arrangements,
the largest combined credit exposure to a single counterparty arising from money market deposits and interest
rate swaps was £nil (2024: £nil). This represents 0 % (2024: 0%) of gross assets.
The Company’s principal credit risk relates to an intra-group loan to Meadowhall Limited Partnership. At 31
March 2025 this loan stood at £406.8m (2024: £444.7m). The purpose of this loan is to provide funding to
Meadowhall Limited Partnership, a fellow MSC Group undertaking.
At 31 March 2025, the fair value of all interest rate derivatives which had a positive value was £nil (2024: £nil).
In order to manage this risk, management regularly monitors all amounts that are owed to the Company to
ensure t hat amounts are paid in full and on time.
Liquidity risk:
Liquidity risk is the risk that the entity will encounter difficulty in raising funds to meet commitments associated
with financial liabilities. This risk is managed through day to day monitoring of future cash flow requirements to
ensure t hat the Company has sufficient access to capital to repay all future amounts outstanding.
Interest rate risk:
The Company’s activities expose it primarily to interest rate risk. The MSC Group uses interest rate swap
contracts to hedge these exposures. The MSC Group does not use derivative financial instruments for
speculative purposes.
12 Deferred tax asset
££
1 April 2024 and 1 April 2023
451,349
640,352
Charged to hedging and translation reserve
(187,564)
(189,003)
31 March 2025 and 31 March 2024
263,785
451,349
The deferred tax balance arises on the fair value gain or loss on the revaluation of interest rate derivatives as
described in note 11. The deferred tax asset has been calculated at 25%.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2025
(continued)
13 Share capital
Allotted, called up and fully paid shares
31 March
2025
31 March
2024
No. £ No. £
Ordinary shares of £1 each
2222
Ordinary shares part paid of £0.25
each
49,998 12,500 49,998 12,500
50,000 12,502 50,000 12,502
14 Contingent liabilities
There are no contingent liabilities as at 31 March 2025 (2024: £nil).
15 Subsequent events
There have been no significant events since the year end.
16 Parent and ultimate parent undertaking
The immediate parent company is Meadowhall Limited Partnership.
Prior to 12 July 2024, the ultimate controlling party was considered to be MSC Property Intermediate Holdings
Limited, a joint venture between The British Land Company PLC and NBIM Victoria GP Limited. No party had
overall control of MSC Property Intermediate Holdings Limited. However on 12 July 2024 a contract for the sale
of The British Land Company PLC's 50% shareholding in the Meadowhall joint venture to NBIM Victoria GP
Limited was completed. Following this transaction, NBIM Victoria GP Limited owned 100% of the MSC Group,
including the company, and had control from the completion date. NBIM Victoria GP Limited is a subsidiary of the
Norges Bank Group.
MSC Property Intermediate Holdings Limited is the smallest and largest group for which Group financial
statements are available and which include the Company. The ultimate holding company and controlling party is
Norges Bank. Group financial statements for MSC Property Intermediate Holdings Limited are available on
request from British Land, York House, 45 Seymour Street, London, W1H 7LX.
NBIM Victoria GP Limited changed its name to NBIM Victoria Limited on 14 May 2025.
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