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Registered number: 13443286
AUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TERZO MAGNIS LIMITED
COMPANY INFORMATION
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TERZO MAGNIS LIMITED
CONTENTS
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TERZO MAGNIS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic report and financial statements for the period ended 31 December 2024.
Terzo Magnis Limited was formed on 7 June 2021 under the laws of England and Wales.
Terzo Magnis Limited acts as a holding company necessary for the efficient operation of Bluegem III SCSp (The Fund).
Terzo Magnis Limited investments held at 31 December 2024:
On 21 July 2022, the Fund acquired a majority investment in the Petromax Group, an outdoor hobby and lifestyle Group comprised of two renowned heritage brands, Petromax and Feuerhand. During the year Bluegem III SCSp purchased the remaining equity in the business from the exiting founders, bringing their ownership to 100%.
The Petromax Group heritage brands have a differentiated and superior value proposition, producing German engineered durable products, and both benefit from a large and loyal community of brand lovers. The group also has strong in-house R&D capabilities in new product development leveraging on a highly skilled team who continue to expand the product range. The year 2024 marked a pivotal period of transformation for Petromax. While many initiatives and actions will only translate into improved KPIs in 2025, the management team, led by Frank Rommersbach and Hans-Jürgen Herr, has made significant strides. They not only formulated a new strategic direction for the business but also leveraged their extensive network of trade partners to onboard and launch Petromax. Additionally, building on the momentum from the Spoga fair, the company successfully harmonised pricing and conditions across multiple channels and launched a pre-order programme designed to secure vital orders for Q1 2025.
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TERZO MAGNIS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Credit risk - losses could be incurred due to declines in the creditworthiness of the entities in which the Company invests; this is dependent upon the capital structure robustness and the default probability of the investee companies. This is one of the most important risks that the Directors monitor and we do so on a company-by-company basis. For each, we receive and review monthly management numbers, including an income statement, balance sheet and a cash flow statement. We also spend time developing new, and maintain existing, relationships with funding providers to make sure that the portfolio companies have adequate access to funding at the required levels and appropriate costs.
Liquidity risk - the illiquidity of private equity partnership interests exposes investors to asset liquidity risk associated with selling conditions in the secondary market at a discount on the reported net asset value and the unpredictable timing of cash flows. In order to mitigate this risk, the Directors monitor the status and the development of the market on a recurring and consistent basis, with the objective of being ready when a window of opportunity for sale materialises. Market (and Capital) risk - Private Equity investments can be affected by numerous factors, including (but not limited to) the equity market exposure, interest rates and foreign exchanges, correlations and event risk. This is a macro risk that we monitor on an ongoing basis by speaking with analysts, reviewing research and analysing data. Counterparty risk - relates to losses that could be incurred when a party to a transaction or contract will be unable, or unwilling, to fulfil its contractual obligations. The Partnership before entering into binding agreements with counterparties meets with various consultants and transaction services providers in order to minimize this risk in each transaction. Operational risk - relates to risk associated with and supporting the operating environment of the subsidiaries. The operating environment includes cash controls, technology and systems, legal and compliance, accounting, administration, valuation and reporting. Cash controls in place ensure that no funds can be sent without the authorization of two senior management. The Company has a strong team of external and internal experts in both legal and compliance.
Financial key performance indicators
As Terzo Magnis Limited does not trade the only indicator on its performance is the maintained value of its investments.
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TERZO MAGNIS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of The Company for the benefit of its members as a whole. In doing this Section 172 requires a director to have regard, amongst other matters, to the:
• Likely consequences of any decisions in the long-term; • Interests of the company’s employees; • Need to foster the company’s business relationships with suppliers, customers and others; • Impact of the company’s operations on the community and environment; • Desirability of the company maintaining a reputation for high standards of business conduct; and • Need to act fairly as between members of the company. In discharging our Section 172 duties we have regard to the matters set out above. We also have regard to other factors which we consider relevant to the decision being made. Those factors, for example, include the interests and our relationship to our subsidiaries. By considering the Company’s purpose, vision and values together with its strategic priorities and having a process in place for decision making, we do, however, aim to make sure that our decisions are consistent and predictable. The directors are in regular communication with subsidiaries and parent Companies along with other stakeholders. Structured engagement and opportunities for feedback also take place, for example, via regular business updates, which allow key stakeholders to exchange information and ask questions. This combination of engagements with stakeholders allows us to understand the nature of the stakeholders’ concerns and to comply with our Section 172 duty to promote the success of the Company.
This report was approved by the board and signed on its behalf.
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TERZO MAGNIS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 that 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
The loss for the year, after taxation, amounted to €7,394,009 (2023 - loss €3,209,397).
As at the year end, no dividend has been proposed or paid.
The directors who served during the year were:
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
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TERZO MAGNIS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors have opted to include mandatory disclosures concerning principal risks and uncertainties
and procedures to engage with customers, suppliers and other stakeholder in the Strategic Report.
There have been no significant events affecting the Company since the year end.
The auditors, Wellers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TERZO MAGNIS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERZO MAGNIS LIMITED
We have audited the financial statements of Terzo Magnis Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the , the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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TERZO MAGNIS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERZO MAGNIS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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TERZO MAGNIS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERZO MAGNIS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law and tax legislation. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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TERZO MAGNIS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERZO MAGNIS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
1 Vincent Square
SW1P 2PN
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TERZO MAGNIS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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TERZO MAGNIS LIMITED
REGISTERED NUMBER: 13443286
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 22 form part of these financial statements.
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TERZO MAGNIS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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TERZO MAGNIS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TERZO MAGNIS LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Terzo Magnis Limited is a private limited company incorporated in England and Wales.
The Company's registered office is 5th Floor Eagle House, 108-110 Jermyn Street, London, United Kingdom, SW1Y 6EE. The Company's registered number is 13443286.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
In preparing the financial statements, a rounding difference of €5 has been used, in accordance with Company policy and in line with the previous year.
The following principal accounting policies have been applied:
The Company is exempt from the requirement to prepare consolidated financial statements as it has considered its subsidiaries to be held exclusively with a view to subsequent resale and meets the criteria of s405(3)(c) of Companies Act 2006 and in paragraph 9.9 of FRS 102.
The Board of Directors of the Company are of the opinion that the accounts have been prepared as a
going concern. The validity of this assumption depends on the continuing support from the company's financiers, creditors and the ability to have sufficient working capital in the foreseeable future. The company's directors are not aware of any reason why the support from the company's financiers and other creditors will not be renewed. The continuation of this support is critical to the company's ability to meet its liabilities as they fall due. Should the going concern basis of preparation of the financial statements be found to be inappropriate, should such support be withdrawn by the financiers or there was insufficient working capital for the company to continue as a going concern, adjustments may have to be made to reduce the value of assets to their recoverable amount, to provide further liabilities that might arise and to reclassify fixed assets and long term liabilities as current assets and liabilities respectively, both adjustments having a consequent effect on the profit and loss account. It is not practical to quantify these potential adjustments which are not included in these financial statements.
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Investments in non-derivative instruments that are equity to the issuer are measured:
• at fair value with changes recognised in the statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably; • at cost less impairment for all other investments. (i) Recognition The investments are recognised on the trade date. All other financial assets are recognised when they become a party to the contractual provisions of the instrument. (ii) Subsequent measurement After initial measurement, the Company measures financial instruments which are classified as at FVPL at fair value.Subsequent changes in the fair value of those financial instruments are recorded in net gain or loss on financial assets at FVPL in the statement of income and retained earnings.Interest and dividends earned or paid on these instruments are recorded separately in interest revenue or expense and dividend revenue or expense in the statement of income and retained earnings.
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
experience and other factors, including expectations of future events that are believed to be reasonably foreseeable under the circumstances. The preparation of statutory financial statements in conformity with FRS 102 requires the use of accounting estimates and exercise of judgement by the Directors while applying the Company's accounting policies. These estimates are based on the management's best knowledge of the events which existed at the statement of financial position date; however, the actual results may differ from these estimates. Revisions to accounting estimates are recognised in each period in which the estimates are revised and in any future periods affected. Key sources of estimation uncertainty One of the areas requiring a higher degree of estimation uncertainty and which involves significant assumptions is the valuation of investments which are classified as 'fair value through profit or loss'. The fair values of securities that are not quoted in an active market are determined by using valuation techniques, primarily earnings multiples, which considers one or more financial measures such as revenues, EBITDA, adjusted EBITDA, EBIT, net income or net asset value, and/or discounted cash flows. The models used to determine fair values are validated and periodically reviewed by the Directors. The inputs in the earnings multiples models include observable data, such as earnings multiples of comparable companies to the relevant portfolio company, and unobservable data, such as forecast earnings for the portfolio company. Given the magnitude of the carrying values of the underlying investments, Directors conclusions are highly sensitive to any changes in the estimations made. In particular, estimating the earnings multiples to apply involves significant Directors judgment and actual results may vary.
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the period 3,522,128 of ordinary shares were issued for a consideration of €3,522,128 to Terzo Investment Holdings Limited.
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. The shares are not redeemable.
Share premium account
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TERZO MAGNIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent undertaking is Terzo Investment Holdings Limited.
It is the opinion of the Directors that there is no ultimate controlling party.
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