!&$  '!" Registration number: 05987141 ## Meadowhall Finance PLC Annual Report and Financial Statements for the Year Ended 31 March 2025 !&$  '!" 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 Docusign Envelope ID: E1D579F5-44BA-4B48-A685-71C15A37DDE7 # 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 in 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 !&$  '!" 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:  ......................................... !&$!$% !#%( Director Page 2 !&$  '!" 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 Docusign Envelope ID: E1D579F5-44BA-4B48-A685-71C15A37DDE7 # 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 term 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 for 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 to 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 29.07.2025 and signed on its behalf by: Louise Sjosten Northey Director Page 4 !&$  '!"  ### Independent auditor’s report to the members of Meadowhall Finance plc ###     ! "#"$%&'(&) '&  '    *+      &     ,-./ /   0 1 2 % %  0 1 % '&3'!#!34.,  (&5  6 !"#" 7 6/ 01 2%%& 3'!#!34.7 6/+%"##8,   ('%01('%01/ ,9 /  /  %/   ,  + 01&3*'&   /+,/ 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(.&5  < %..('%01 ! < ': :&   !&$  '!"  ### Independent auditor’s report to the members of Meadowhall Finance plc ### (continued)  < -/,    -/. ./,   |  | •  /     = | | | --- | --- | --- | | -/    | | / | |        | |       | | / | | , | | ., | •  /    9 | | |  | |  | /, •  /. •        /    &  )/, •    /  /, •      *;$*$   *$  /   , •       /    )    &     /,   -//:...5     -/, //; 8  !&$  '!"  ### Independent auditor’s report to the members of Meadowhall Finance plc ### (continued)  , &;& /,  ?//!@&AB,!,      /            /,  ?>@&/A ,!,-           // & &    ;,  ?%@&/ A#,",(&&/+& /,               9AB,! 2AB!!                A ,!   3A#,"      ( &  C/          ,  9     //  < :7 < -7 < 3/7 < %7 < 3/D).7  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'!"  ### Independent auditor’s report to the members of Meadowhall Finance plc ### (continued)  (&/& & .//,( &+ ,(&/ .&& +,,   !""# 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/&&/& /+ &/,  & 9/:/// && ,3/&/ ('%01;, &&// ;./,  (&&<,  /&/& & ,-;/& /,F&/ ,   E  !&$  '!"  ### Independent auditor’s report to the members of Meadowhall Finance plc ### (continued)  '%%( )        &      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D'%,-             /   +,      4;''%      !#I' /F$$&'%     $ 45           *B3!%2   !#  !&$  '!" Meadowhall Finance PLC ### Profit and Loss Account for the Year Ended 31 March 2025 | | | | 2025 | | | 2024 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Note | | | £ | | | £ | | Interest receivable and similar income | | 21,547,149 | | | 23,628,490 | | | 4 Interest payable and similar expenses (21,544,994) (23,626,127) 5 | Profit before taxation | | 2,155 | 2,363 | | --- | --- | --- | --- | | | | (34,624) | (591) | | Taxation | 8 | | | | | | (32,469) | 1,772 | (Loss)/profit for the financial year 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 !&$  '!" Meadowhall Finance PLC ### Statement of Comprehensive Income for the Year Ended 31 March 2025 | | | 2025 | | 2024 | | | --- | --- | --- | --- | --- | --- | | Note | | | £ | | £ | | | (32,469) | | | 1,772 | | (Loss)/profit for the financial year Items that may be reclassified subsequently to profit or loss Gain on cash flow hedges (net) 807,504 628,268 11 | | | (187,564) | (189,003) | | --- | --- | --- | --- | | Movement on deferred tax relating to derivative valuations | 12 | | | | | | 619,940 | 439,265 | Total other comprehensive income 587,471 441,037 Total comprehensive income f or the financial year The notes on pages 15 to 25 form an integral part of these financial statements. Page 12 !&$  '!" Meadowhall Finance PLC (Registration number: 05987141) ### Balance Sheet as at 31 March 2025 | | 31 March | | | 31 March | | | | --- | --- | --- | --- | --- | --- | --- | | | | 2025 | | | 2024 | | | Note | | | £ | | | £ | Non-current assets Intercompany non-current debtors 372,336,290 406,766,690 9 | | | | 263,785 | | 451,349 | | --- | --- | --- | --- | --- | --- | | Deferred tax asset | 12 | | | | | | | | 372,600,075 | | 407,218,039 | | Current assets Debtors 38,836,687 42,917,258 9 2,008 1,639 Cash and cash equivalents | | | 38,838,695 | | 42,918,897 | | | --- | --- | --- | --- | --- | --- | | | | (38,814,558) | | (42,919,538) | | | Creditors: amounts falling due within one year | 10 | | | | | | | | | 24,137 | | (641) | Net current assets/(liabilities) | Total assets less current liabilities | | 372,624,212 | | 407,217,398 | | --- | --- | --- | --- | --- | | | | (373,391,431) | | (408,572,088) | | Creditors: amounts falling due after more than one year | 11 | | | | | | | | (767,219) | (1,354,690) | Net liabilities Capital and reserves Called up share capital 12,502 12,502 13 Cash f low hedging reserve (262,590) (882,530) (517,131) (484,662) Profit and loss account (767,219) (1,354,690) Total shareholders' deficit  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 !&$  '!" Meadowhall Finance PLC ### Statement of Changes in Equity for the Year Ended 31 March 2025 Cash flow | | Called up share | | | hedging | | Profit and loss | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | capital | | reserve | | | account | | Total | | | | | | £ | | £ | | | £ | | £ | | Balance at 1 April 2023 | | 12,502 (1,321,795) (486,434) (1,795,727) | | | | | | | | | | Profit for the year | | | - - 1,772 1,772 | | | | | | | | | Gain on cash flow hedges (net) | | | - 628,268 - 628,268 | | | | | | | | Movement on deferred tax - (189,003) - (189,003) relating to derivative valuations Total comprehensive income f or - 439,265 1,772 441,037 the financial year 12,502 (882,530) (484,662) (1,354,690) Balance at 31 March 2024 | Balance at 1 April 2024 | 12,502 (882,530) (484,662) (1,354,690) | | | --- | --- | --- | | Loss for the year | | - - (32,469) (32,469) | | Gain on cash flow hedges (net) | | - 807,504 - 807,504 | Movement on deferred tax - (187,564) - (187,564) relating to derivative valuations Total comprehensive income f or - 619,940 (32,469) 587,471 the financial year 12,502 (262,590) (517,131) (767,219) Balance at 31 March 2025 The notes on pages 15 to 25 form an integral part of these financial statements. Page 14 !&$  '!" 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 !&$  '!" 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. Page 16 !&$  '!" 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. Page 17 !&$  '!" 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 | | | --- | --- | --- | --- | --- | --- | | | | £ | | | £ | | 21,547,149 | | | 23,628,490 | | | Interest received on amounts owed by group companies 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 | | | | | | | (160,118) | | | | (176,175) | | | Interest received on cashflow hedge 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. Page 18 !&$  '!" 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 34,624 591 UK corporation taxation 34,624 591 Taxation charge in the profit and loss account 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: 34,085 - Taxation losses and other timing differences 34,624 591 Total taxation charge 9 Debtors | | 31 March | | | 31 March | | | | --- | --- | --- | --- | --- | --- | --- | | | | 2025 | | | 2024 | | | | | | £ | | | £ | | Amounts due from related parties | | 50,847 | | | 50,954 | | | Intercompany loans | 34,430,400 | | | 37,899,520 | | | | | 4,355,440 | | | 4,966,784 | | | Accrued income due from related parties 38,836,687 42,917,258 Page 19 !&$  '!" Meadowhall Finance PLC ### Notes to the Financial Statements for the Year Ended 31 March 2025 ### (continued) 9 Debtors (continued) | 31 March | | | 31 March | | | | --- | --- | --- | --- | --- | --- | | | 2025 | | | 2024 | | | | | £ | | | £ | Debtors due after more than one year Intercompany non-current debtors 372,336,290 406,766,690 263,785 451,349 Deferred tax asset 372,600,075 407,218,039 Amounts due from related parties relate to amounts due from Group companies which are repayable on demand. There is no interest charged on these balances. 10 Creditors: amounts falling due within one year | | | 31 March | | | | 31 March | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | | 2024 | | | | | | | £ | | | | £ | | Accruals and deferred income | | 4,347,816 | | | | 5,018,193 | | | | Amounts due to related parties | | | 1,825 | | | | 1,825 | | | Corporation tax liability | | 34,517 | | | | | | - | | | 34,430,400 | | | | 37,899,520 | | | | Secured bonds 38,814,558 42,919,538 Amounts due to related parties relate to amounts owed to Group companies which are repayable on demand. Interest is charged on these balances in accordance with the group policy on intercompany loan accounts. 11 Creditors: amounts falling due after more than one year | | | 31 March | | | | 31 March | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | | 2024 | | | | | | | £ | | | | £ | | Secured bonds due within one to two years | 22,479,960 | | | | 34,430,400 | | | | | Secured bonds due within two to five years | 68,466,180 | | | | 68,523,380 | | | | | Secured bonds due after five years | 281,390,150 | | | | 303,812,910 | | | | | | | 1,055,141 | | | | 1,805,398 | | | Interest rate derivative liability 373,391,431 408,572,088 Page 20 !&$  '!" 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 | | | 31 March | | | | --- | --- | --- | --- | --- | --- | | | 2025 | | | 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 | | | 68,466,180 | 68,523,380 | Within two to five years 125,376,540 140,853,300 281,390,150 303,812,910 After five years Total borrowings 406,766,690 444,666,210 1,055,141 1,805,398 Fair value of interest rate derivatives 407,821,831 446,471,608 Total debt | 31 March | | | 31 March | | | | --- | --- | --- | --- | --- | --- | | | 2025 | | | 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 | | | 100,945,250 | 105,125,650 | Class B 4.988% Bonds due 2037 Total borrowings 406,766,690 444,666,210 1,055,141 1,805,398 Fair value of interest rate derivatives 407,821,831 446,471,608 Total secured borrowings 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). Page 21 !&$  '!" 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 | | 31 March | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £m | | £m | | | 374 | | 396 | Bonds fair value 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). | | | Fair value | | | Book value | | Fair value | | | Book value | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 31 March | | | 31 March | | 31 March | | | | 31 March | | | | | | 2025 | | | 2025 | | 2024 | | | | 2024 | | | Level | | £m | | | £m | | £m | | | | £m | | Secured bonds 2 | | | 374 407 | | | | | 396 445 | | | | | | | | | | 1 1 | | | | | 2 2 | | | | Interest rate derivative liability 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 | | | | 31 March | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 2025 | | | | 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 | | | | Page 22 Docusign Envelope ID: E1D579F5-44BA-4B48-A685-71C15A37DDE7 # **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 year (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 IFRS 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 is 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 Page 23 Docusign Envelope ID: E1D579F5-44BA-4B48-A685-71C15A37DDE7 # **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 year (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 that 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 that 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%. Page 24 Docusign Envelope ID: E1D579F5-44BA-4B48-A685-71C15A37DDE7 # **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 | 2 | 2 | 2 | 2 | | 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. Page 25