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REGISTERED NUMBER: 13806000 (England and Wales)















Financial Statements

for the Year Ended 31 December 2023

for

MALTESE BIDCO 2 LIMITED

MALTESE BIDCO 2 LIMITED (REGISTERED NUMBER: 13806000)

Contents of the Financial Statements
for the year ended 31 December 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


MALTESE BIDCO 2 LIMITED

Company Information
for the year ended 31 December 2023







Directors: K V Jaeger
D Shea
M P Slaine





Registered office: 5-7 Carlton Gardens
St James's
London
SW1Y 5AD





Registered number: 13806000 (England and Wales)





Auditors: Cooper Parry Group Limited
Statutory Auditor
Aissela
46 High Street
Esher
Surrey
KT10 9QY

MALTESE BIDCO 2 LIMITED (REGISTERED NUMBER: 13806000)

Balance Sheet
31 December 2023

2023 2022
Notes £ £ £ £
Fixed assets
Investments 4 112,602,439 112,602,439

Current assets
Debtors 5 145,399 65,907
Cash at bank 26,347 189,202
171,746 255,109
Creditors
Amounts falling due within one year 6 33,447,132 30,826,062
Net current liabilities (33,275,386 ) (30,570,953 )
Total assets less current liabilities 79,327,053 82,031,486

Capital and reserves
Called up share capital 7 3 3
Share premium 89,840,740 89,840,740
Retained earnings (10,513,690 ) (7,809,257 )
Shareholders' funds 79,327,053 82,031,486

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 May 2024 and were signed on its behalf by:





K V Jaeger - Director


MALTESE BIDCO 2 LIMITED (REGISTERED NUMBER: 13806000)

Notes to the Financial Statements
for the year ended 31 December 2023


1. Statutory information

Maltese Bidco 2 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of preparation - Going Concern
In determining the appropriate basis of preparation of the financial statement for the period ended 31 December 2023, the Directors are required to consider whether the Company and Group can continue in operational existence for the foreseeable future. The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken an updated assessment of the viability of the business model that the Company and Group has established. This assessment takes account of the Company's and Group's financial forecasts including the mitigating actions within the control of the Directors.

The Directors acknowledge that the Company has net current liabilities which relate primarily to the preference shares issued within the Group (see Note 7) as part of the incorporation and transaction structure. Whilst the preference share holders can give notice as to the redemption of the preference shares it is not anticipated that this will be called upon in the next 12 months given the overall context within the Group.

Preparation of consolidated financial statements
The financial statements contain information about Maltese Bidco 2 Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidated in the consolidated financial statements of its ultimate UK parent, Maltese Holdco Limited, located at 5 - 7 Carlton Gardens, St. James's, London, England, SW1Y 5AD.

Key source of estimation, uncertainty and judgement
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There are no critical judgements, estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover comprises of consultancy and management support services provided which are charged to Minesoft Limited, the immediate subsidiary undertaking, on a cost plus basis.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

MALTESE BIDCO 2 LIMITED (REGISTERED NUMBER: 13806000)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


2. Accounting policies - continued

Financial instruments
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3. Employees and directors

The average number of employees during the year was NIL (2022 - 1 ).

MALTESE BIDCO 2 LIMITED (REGISTERED NUMBER: 13806000)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


4. Fixed asset investments
Shares in
group
undertakings
£
Cost
At 1 January 2023
and 31 December 2023 112,602,439
Net book value
At 31 December 2023 112,602,439
At 31 December 2022 112,602,439

5. Debtors: amounts falling due within one year
2023 2022
£ £
Amounts owed by group undertakings 74,900 -
Other debtors 70,499 65,907
145,399 65,907

6. Creditors: amounts falling due within one year
2023 2022
£ £
Trade creditors - 7,745
Amounts owed to group undertakings 33,107,183 30,810,317
Other creditors 339,949 8,000
33,447,132 30,826,062

7. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
300 Ordinary shares 0.01 3 3

8. Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

Paul Hodgett (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited

9. Ultimate controlling party

The Company's immediate parent company is Maltese Bidco 1 Limited, a UK incorporated resident and domiciled company, Company Number 1380024.

The ultimate controlling party is considered to be MLM 2 L.P., a US incorporated Limited Partnership, by virtue of its majority shareholding.