REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
MALTESE BIDCO 2 LIMITED |
REGISTERED NUMBER: |
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: |
Registered office: |
Registered number: |
Auditors: |
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 |
Current assets |
Debtors | 5 |
Cash at bank |
Creditors |
Amounts falling due within one year | 6 |
Net current liabilities | ( |
) | ( |
) |
Total assets less current liabilities |
Capital and reserves |
Called up share capital | 7 |
Share premium |
Retained earnings | ( |
) | ( |
) |
Shareholders' funds |
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 |
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 |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | Accounting policies |
Basis of preparing the financial statements |
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 - |
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 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
5. | Debtors: amounts falling due within one year |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
6. | Creditors: amounts falling due within one year |
2023 | 2022 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Other creditors |
7. | Called up share capital |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary shares | 0.01 | 3 | 3 |
8. | Disclosure under Section 444(5B) of the Companies Act 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
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. |