UMBRIA TOPCO LIMITED

Company Registration Number:
10852401 (England and Wales)

Unaudited statutory accounts for the year ended 31 March 2024

Period of accounts

Start date: 1 April 2023

End date: 31 March 2024

UMBRIA TOPCO LIMITED

Contents of the Financial Statements

for the Period Ended 31 March 2024

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

UMBRIA TOPCO LIMITED

Directors' report period ended 31 March 2024

The directors present their report with the financial statements of the company for the period ended 31 March 2024

Principal activities of the company

The principal activity of the company is to act as a holding company

Additional information

Qualifying third party indemnities The company has made qualifying third party indemnity provisions for the benefit of its directors, which were made during the year and remain in force at the date of this report. Dividends During the year an interim dividend in specie of £56,347,538 was paid (2023: £nil). Information included in the Strategic Report The company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the company’s strategic report information required by Schedule 7 to the Large and Medium sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the directors’ report have been omitted as they are included in the strategic report on page 1 and 2. These matters relate to the principal activities, likely future developments and principal risks and uncertainties.



Directors

The director shown below has held office during the whole of the period from
1 April 2023 to 31 March 2024

O I D Clark


The director shown below has held office during the period of
13 March 2024 to 31 March 2024

C R Harrel


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
23 October 2024

And signed on behalf of the board by:
Name: O I D Clark
Status: Director

UMBRIA TOPCO LIMITED

Profit And Loss Account

for the Period Ended 31 March 2024

2024 2023


£

£
Turnover: 0 0
Cost of sales: 0 0
Gross profit(or loss): 0 0
Distribution costs: 0 0
Administrative expenses: ( 58,880,956 ) 0
Other operating income: 0 0
Operating profit(or loss): (58,880,956) 0
Interest receivable and similar income: 54,353,606
Profit(or loss) before tax: (4,527,350) 0
Tax: 0 0
Profit(or loss) for the financial year: (4,527,350) 0

UMBRIA TOPCO LIMITED

Balance sheet

As at 31 March 2024

Notes 2024 2023


£

£
Fixed assets
Intangible assets:   0 0
Tangible assets:   0 0
Investments: 3 0 58,880,806
Total fixed assets: 0 58,880,806
Current assets
Stocks:   0 0
Debtors: 4 38 2,561,413
Cash at bank and in hand: 56,110 57,768
Investments:   0 0
Total current assets: 56,148 2,619,181
Creditors: amounts falling due within one year: 5 ( 568,951 )
Net current assets (liabilities): 56,148 2,050,230
Total assets less current liabilities: 56,148 60,931,036
Creditors: amounts falling due after more than one year:   0 0
Provision for liabilities: 0 0
Accruals and deferred income: 0 0
Total net assets (liabilities): 56,148 60,931,036
Capital and reserves
Called up share capital: 369,696 369,696
Share premium account: 7,032,390 58,521,918
Profit and loss account: (7,345,938 ) 2,039,422
Total Shareholders' funds: 56,148 60,931,036

The notes form part of these financial statements

UMBRIA TOPCO LIMITED

Balance sheet statements

For the year ending 31 March 2024 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 23 October 2024
and signed on behalf of the board by:

Name: O I D Clark
Status: Director

The notes form part of these financial statements

UMBRIA TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Other accounting policies

    Statement of compliance These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'. Basis of preparation These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value. The financial statements have been presented in pound sterling as this is the currency of the primary economic environment in which the company is expected is expected to operate in due course and is rounded to the nearest pound. Summary of disclosure exemptions The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": - the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv); - the requirements of Section 7 Statement of Cash Flows; - the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); - the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Midcap Invest UK 1 Topco Limited as at 31 March 2022 and these financial statements may be obtained from 5th Floor, 5 New Street Square, London, EC4A 3BF. Group accounts not prepared The financial statements contain information about Umbria Topco 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 requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate UK parent, Midcap Invest UK 1 Topco Limited. Going concern Pursuant to a group reconstruction during the year ended 31 March 2024 the company's trading subsidiaries were transferred to the company's immediate undertaking. Following this transfer the group only holds investments in non-trading entities and does not have any on-going liabilities to service. The directors do not intend to wind up the company at the current time. Judgements As an intermediate holding company there are no significant judgements in the application of the company's accounting policies, other than to adopt a policy of measuring the company's investments in subsidiaries at historical cost. The directors believe that this is a proportionate accounting policy choice, but note that the carrying value of these investments is now trivial. Key sources of estimation uncertainty The directors do not consider there to be any key sources of estimation uncertainty. The company's investments are now solely in non-trading entities and carried at a trivial value. Investments Investments in subsidiaries are recognised at cost less accumulated impairment losses. Investments are tested for impairment where an indication of impairment exists at the reporting date. Dividends Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends become a legally binding liability. Interim dividends are recognised on payment. Final dividends are recognised when they have been approved in general meeting. Financial instruments The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like investments in subsidiaries and amounts due from and to related group undertakings. Debt instruments that are payable or receivable within one year, typically amounts due to and from fellow group undertakings, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. The impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date. Financial assets and liabilities are only offset with the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

UMBRIA TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

  • 2. Employees

    2024 2023
    Average number of employees during the period 0 0

UMBRIA TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

3. Fixed assets investments note

Investments in subsidiaries: 2024 - £0, 2023 - £58,880,806 Details of undertakings The company's only direct investment is in Umbria Midco Limited, with all other subsidiaries historically being owned indirectly. Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows: Subsidiary undertaking: Umbria Midco Limited Registered office: 5th Floor, 5 New Street Square, London, EC4A 3BF England and Wales Holding: Ordinary Proportion of voting rights and shares held: 2024 - 100%, 2023 - 100% Umbria Bidco Limited Registered office: 5th Floor, 5 New Street Square, London, EC4A 3BF England and Wales Holding: Ordinary Proportion of voting rights and shares held: 2024 - 100%, 2023 - 100% Opus 2 Magnum Holdings Limited Registered office: 5th Floor, 5 New Street Square, London, EC4A 3BF England and Wales Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Opus 2 Lex Limited Registered office: 5th Floor, 5 New Street Square, London, EC4A 3BF England and Wales Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Opus 2 MInternational Limited Registered office: 5th Floor, 5 New Street Square, London, EC4A 3BF England and Wales Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Magnum Software Development Limited Registered office: 5th Floor, 5 New Street Square, London, EC4A 3BF England and Wales Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Bar Squared Pty Ltd Registered office: C/O Logicca Pty Limited, Level 6, 151 Macquarie Street, Sydney NSW 2000 Australia Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Opus 2 International Inc. Registered office: 100 Pine Street, Suite 775, San Francisco, CA 94111 USA Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Opus 2 International Singapore Pte. Limited Registered office: 198A Telok Ayer Street, 068637 Singapore Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Opus 2 International Pty Limited Registered office: Level 6, 1 Chifley Square, Sydney, NSW 2000 Australia Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100% Annotate Software Limited Registered office: Wemyss House, 6-8 Wemyss Place, Edinburgh, EH3 6DH Scotland Holding: Ordinary Proportion of voting rights and shares held: 2024 - 0%, 2023 - 100%

UMBRIA TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

4. Debtors

2024 2023
£ £
Other debtors 38 2,561,413
Total 38 2,561,413

UMBRIA TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

5. Creditors: amounts falling due within one year note

  2023
  £
Other creditors 568,951
Total   568,951

UMBRIA TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

6. Financial Commitments

Glas Trust Corporation Limited has security over the assets and trade of the company in relation to the £90 million bank borrowings of Midcap Invest UK 1 Bidco Limited.