OPUS 2 MAGNUM HOLDINGS LIMITED

Company Registration Number:
07874822 (England and Wales)

Unaudited statutory accounts for the year ended 31 March 2025

Period of accounts

Start date: 1 April 2024

End date: 31 March 2025

OPUS 2 MAGNUM HOLDINGS LIMITED

Contents of the Financial Statements

for the Period Ended 31 March 2025

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

OPUS 2 MAGNUM HOLDINGS LIMITED

Directors' report period ended 31 March 2025

The directors present their report with the financial statements of the company for the period ended 31 March 2025

Additional information

Results and dividends The loss for the year after taxation amounted to £1,612,370 (2024: profit of £51,526,855). The net assets amounted to £57,592 (2024: £1,669,962). No dividends were paid or proposed during the year (2024: £51,646,911). Strategic report The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company’s strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch 7 to be contained in the directors’ report. Directors The directors who held office during the year and up to the date of signature of the financial statements were as follows: O I D Clark CR Harrel Qualifying third party indemnity provisions The Company has made qualifying third-party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. Statement of director’s responsibilities The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 ‘Reduced Disclosure Framework’. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements 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; and 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 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.



Directors

The directors shown below have held office during the whole of the period from
1 April 2024 to 31 March 2025

Oliver Clark
Charlie 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
22 December 2025

And signed on behalf of the board by:
Name: Oliver Clark
Status: Director

OPUS 2 MAGNUM HOLDINGS LIMITED

Profit And Loss Account

for the Period Ended 31 March 2025

2025 2024


£

£
Administrative expenses: ( 1,624 )
Operating profit(or loss): (1,624)
Interest receivable and similar income: 51,646,911
Interest payable and similar charges: ( 1,610,746 ) ( 120,056 )
Profit(or loss) before tax: (1,612,370) 51,526,855
Profit(or loss) for the financial year: (1,612,370) 51,526,855

OPUS 2 MAGNUM HOLDINGS LIMITED

Balance sheet

As at 31 March 2025

Notes 2025 2024


£

£
Fixed assets
Investments: 3 1,346,155 1,346,155
Total fixed assets: 1,346,155 1,346,155
Current assets
Debtors: 4 2,594,122 2,595,746
Total current assets: 2,594,122 2,595,746
Creditors: amounts falling due within one year: 5 ( 3,882,685 ) ( 2,271,939 )
Net current assets (liabilities): (1,288,563) 323,807
Total assets less current liabilities: 57,592 1,669,962
Total net assets (liabilities): 57,592 1,669,962
Capital and reserves
Called up share capital: 2,515 2,515
Share premium account: 1,768,689 1,768,689
Profit and loss account: (1,713,612 ) (101,242 )
Total Shareholders' funds: 57,592 1,669,962

The notes form part of these financial statements

OPUS 2 MAGNUM HOLDINGS LIMITED

Balance sheet statements

For the year ending 31 March 2025 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 2 December 2025
and signed on behalf of the board by:

Name: Oliver 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 2025

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Other accounting policies

    General information Opus 2 Magnum Holdings Limited is a private company incorporated in the United Kingdom and registered in England & Wales under the Companies Act 2006. The address of the registered office is 5th Floor (C/O Opus 2), 5 New Street Square, London, EC4A 3BF. The principal activity of the company is to act as an intermediate holding company. Basis of preparation The financial statements have been prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (‘FRS 101’). The financial statements have been prepared on a historical cost basis, modified to include the revaluation of certain financial instruments at fair value, and in accordance with the Companies Act 2006. The presentation currency used is the Pound Sterling which is also the functional currency of the Company. Monetary amounts have been rounded to the nearest pound. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The Company's financial statements for the prior year ended 31 March 2024 were previously reported under Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ and the Companies Act 2006. The Company changed the preparation basis in the current year. The only change to previously reported results resulting from this change in accounting policies was that investment additions of £120,056 arising from adjustments to contingent consideration payable in respect of the acquisition of a subsidiary are treated as an interest expense in the income statement rather than being added to the historic cost of the investment. Accordingly: Net assets at 1 April 2023, being the transition date to FRS 101 are unchanged; Profit for the year ended 31 March 2024 is reduced by £120,056 from £51,646,911 to £51,526,855; and Net assets at 31 March 2024 are reduced by £120,056 from £1,790,018 to £1,669,962. Disclosure exemptions adopted In preparing these financial statements the Company has taken advantage of certain disclosure exemptions conferred by FRS 101 and has not provided: the requirements of IFRS7 ‘Financial instruments: Disclosures’ the following paragraphs of IAS1 ‘Presentation of Financial Statements’: 10(d) (statement of cash flows); 16 (statement of compliance with all IFRS); 38A (requirement for minimum of two primary statements, including cash flow statements); 111 (statements of cash flows information); and 134-136 (capital management disclosures) The requirements of IAS 7 ‘Statement of Cash Flows’ The requirements of IAS 24 to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such member 1 Significant accounting policies (continued) Going concern The Company has net current liabilities arising from net amounts due to group undertakings. The Directors have received assurances from those group undertakings that this net liability will not be called unless the Company’s working capital position allows. Based on reviewing the budgets and forecasts of the wider Group, the Directors have a valid expectation that such assurances can and will be abided by. Accordingly, the Directors have a valid expectation that the Company will be able to meet its liabilities as they fall due for a period of not less than twelve months from the date of approval of these financial statements. Therefore, the Directors adopt the going concern assumption in the preparation of these financial statements. Exemption from preparation of consolidated financial statements 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 has taken advantage of the exemption conferred by s400 of the Companies Act 2006 and paragraph 4(a)(i) of IFRS 10 not to produce consolidated financial statements as it is included in the UK consolidated accounts of Midcap Invest UK 1 Topco Limited which are available from the Company’s registered office or from Companies House and the Company’s owners are aware of and have not objected to the exemption being taken. Judgements and key areas of estimation uncertainty 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 given the nature of the Company. The Directors do not believe that there are any key estimation uncertainties as the historic cost of the Company’s investments in subsidiaries is significantly below the fair value of those holdings as evidenced by subsequent transactions. Investments in subsidiaries Investments in subsidiaries are carried at cost less any provision for losses arising on impairment. Where the purchase consideration comprises shares, cost is the fair value of the shares issued at issuance. 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. Financial assets that are receivable within one year, typically amounts due from fellow group undertakings, are measured, initially at transaction cost as none contain significant financing components and subsequently at amortised cost using the effective interest method, less loss allowance. The group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all current financial assets. Current financial assets are written off where there is no reasonable expectation of recovery. Impairment losses on current financial assets are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. Trade and other financial liabilities are presented as current liabilities, unless payment is not due within twelve months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. 1 Significant accounting policies (continued) Financial assets and liabilities are only offset 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. Share capital Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s ordinary shares are classified as equity instruments. Dividends Dividend distributions to the Company’s shareholders are 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. Foreign currency Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). The financial statements are presented in Pounds Sterling, which is also the Company’s functional currency. Transactions entered into by the Company in a currency other than the functional currency are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within ‘finance income or costs’. All other foreign exchange gains and losses are presented in profit or loss within ‘other operating income or expense’. Current and deferred taxation The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date. Transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future give rise to a deferred tax liability or asset. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expenses in tax assessments in years different from those in which they are recognized in the financial statements. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted as at the reporting date, that are expected to apply to the reversal of the timing difference. The tax expense is recognised in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense. 1 Significant accounting policies (continued) Deferred income tax assets and liabilities are recognised only to the extent that, on the basis of all available evidence, it is deemed probable that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Current and deferred tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and there is the intention either 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 2025

  • 2. Employees

    2025 2024
    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 2025

3. Fixed assets investments note

2025 2024 £ £ Investment in subsidiaries at unimpaired historical cost 1,346,155 1,346,155

OPUS 2 MAGNUM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

4. Debtors

2025 2024
£ £
Other debtors 2,594,122 2,595,746
Total 2,594,122 2,595,746

OPUS 2 MAGNUM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

5. Creditors: amounts falling due within one year note

2025 2024
£ £
Other creditors 3,882,685 2,271,939
Total 3,882,685 2,271,939

OPUS 2 MAGNUM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 March 2025

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 (see note 11).