OPUS 2 MAGNUM HOLDINGS LIMITED

Company Registration Number:
07874822 (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

OPUS 2 MAGNUM HOLDINGS 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

OPUS 2 MAGNUM HOLDINGS 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 that of a holding company.

Additional information

The company is an intermediate holding company that does not trade in its own right and it is exempt from producing consolidated financial statements. The company's UK parent undertakings Midcap Invest UK 1 Topco Limited and Midcap Invest UK 1 Midco Limited both produce consolidated financial statements including the company and all of its subsidiaries. Those consolidated financial statements are accompanied by a group strategic report which provide a review of the group's performance and position, including key performance indicators, the group's likely future developments and research and development activities, and the principal risks and uncertainties that the group faces. Those reports also include details of how the group deals with its obligations under section 172 of the Companies Act 2006, which is not relevant to the company on a standalone basis as it has a single shareholder, no employees, and no third party suppliers. On a standalone basis the company has performed as anticipated and continues to hold its investments at historical cost, which is substantially below the fair value of those investments. Pursuant to a group reconstruction during the year the company received and paid dividends in specie of £51,646,911. Additionally, certain direct holdings in subsidiaries were transferred to a subsidiary undertaking meaning that they became indirect subsidiaries. There was no fundamental change to the operations of the group as a result of this reconstruction, which was carried out to remove certain redundant intermediate holding companies.



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 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

OPUS 2 MAGNUM HOLDINGS 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: 0 ( 30 )
Other operating income: 0 0
Operating profit(or loss): 0 (30)
Interest receivable and similar income: 51,646,911 0
Interest payable and similar charges: 0 0
Profit(or loss) before tax: 51,646,911 (30)
Tax: 0 0
Profit(or loss) for the financial year: 51,646,911 (30)

OPUS 2 MAGNUM HOLDINGS LIMITED

Balance sheet

As at 31 March 2024

Notes 2024 2023


£

£
Called up share capital not paid: 0 0
Fixed assets
Intangible assets:   0 0
Tangible assets:   0 0
Investments: 3 1,466,211 1,345,155
Total fixed assets: 1,466,211 1,345,155
Current assets
Stocks:   0 0
Debtors: 4 2,595,746 1,135,746
Cash at bank and in hand: 0 0
Investments:   0 0
Total current assets: 2,595,746 1,135,746
Prepayments and accrued income: 0 0
Creditors: amounts falling due within one year: 5 ( 2,271,939 ) ( 691,883 )
Net current assets (liabilities): 323,807 443,863
Total assets less current liabilities: 1,790,018 1,789,018
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): 1,790,018 1,789,018
Capital and reserves
Called up share capital: 2,515 1,515
Share premium account: 1,768,689 1,768,689
Other reserves: 0 0
Profit and loss account: 18,814 18,814
Total Shareholders' funds: 1,790,018 1,789,018

The notes form part of these financial statements

OPUS 2 MAGNUM HOLDINGS 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

OPUS 2 MAGNUM HOLDINGS 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. Going concern The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern. Thus, the directors have continued to adopt the going concern basis of accounting in preparing these financial statements. Exemption from preparing group accounts The financial statements contain information about Opus 2 Magnum Holdings 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 parent, Midcap Invest UK 1 Midco Limited. Reclassification of comparative amounts £141,883 due to fellow group undertakings has been reclassified as a liability rather than being netted off amounts due from fellow group undertakings. 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 historical costs is significantly below the fair value of these investments. Key sources of estimation uncertainty The directors do not consider there to be any key sources of estimation uncertainty. As noted above, the directors believe that the fair value of the company's investments far exceeds the historical cost at which they are carried, so the risk of any impairment write down in the near future is minimal. 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

OPUS 2 MAGNUM HOLDINGS 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

OPUS 2 MAGNUM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

3. Fixed assets investments note

6 Investments Investments in subsidiaries at unimpaired historical cost 2024 £1,466,211 2023 £1,345,155 During the year acquired investments in subsidiaries of £1,000 through the issue of share capital at par and a further £120,056 in relation to deferred contingent consideration. Details of undertakings 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: Opus 2 International Limited Registered Office: 5th Floor, 5 New Street Square, London, EC4A 3BF England & Wales Class of shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% Magnum Software Development Limited Registered Office: 5th Floor, 5 New Street Square, London, EC4A 3BF England & Wales Class of Shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% Opus 2 International Inc. Registered Office: 100 Pine Street, Suite 775, San Francisco, CA 94111 USA Class of Shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% Opus 2 International Singapore Pte. Limited Registered Office: 28 Maxwell Road, #04 12 & 13 Maxwell, Chambers Suites, 069120 Singapore Class of Shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% Annotate Software Limited Registered Office: Wemyss House, 6-8 Wemyss Place, Edinburgh, EH3 6DH Scotland Class of Shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% Opus 2 International Pty Limited Registered Office: Level 6, 1 Chifley Square, Sydney, NSW2000 Australia Class of Shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% Opus 2 Lex Limited Registered Office: 5th Floor, 5 New Street Square, London, EC4A 3BF England & Wales Class of Shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% Bar Squared Pty Ltd Registered Office: C/O Logicca Pty Limited, Level 6, 151 Macquarie Street, Sydney NSW 2000 Australia Class of Shares: Ordinary Proportion of voting rights and shares held: 2024:100% 2023:100% All subsidiaries are included in the consolidated group accounts prepared by the UK parent undertaking, Midcap Invest UK 1 Midco Limited. All the above subsidiaries, aside from Opus 2 LEX Limited and Opus 2 International Limited, are indirectly owned (2023: all the above subsidiaries were held directly).

OPUS 2 MAGNUM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

4. Debtors

2024 2023
£ £
Other debtors 2,595,746 1,135,746
Total 2,595,746 1,135,746

Amounts are "Amounts owed by group undertakings" Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

OPUS 2 MAGNUM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2024

5. Creditors: amounts falling due within one year note

2024 2023
£ £
Other creditors 2,271,939 691,883
Total 2,271,939 691,883

Amounts are "Amounts due to group undertakings" Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

OPUS 2 MAGNUM HOLDINGS 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.