Contents of the Financial Statements

for the Period Ended 31 March 2025

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

Directors

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

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

Profit And Loss Account

for the Period Ended 31 March 2025

Balance sheet

As at 31 March 2025

The notes form part of these financial statements

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.

The notes form part of these financial statements

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 Section 1A (Small Entities) of Financial Reporting Standard 102

  Other accounting policies

  General information The Company is a private company limited by share capital, incorporated in the United Kingdom and registered in England and Wales. The address of its registered office is: 5th Floor (CO Opus 2), 5 New Street Square, London, EC4A 3BF. 2 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 Pounds 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 2025 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. 2 Accounting policies (continued) Going concern Pursuant to a group reconstruction in the year ended 31 March 2024, the Company is dormant and has no trading subsidiaries. The Directors are considering the future of the Company. The accounts are not prepared on a going concern basis, but this has made no difference to the application of the accounting policies set out below. Judgements As an intermediate holding Company of a non-trading group, there are no significant judgements in the application of the Company's accounting policies. 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. 3 Other gains and losses The analysis of the Company's other gains and losses for the year is as follows: 2025 £ 2024 £ Loss from write-downs of investments in subsidiaries - (58,880,806) 4 Staff costs The Company has no employees other than the Directors who are remunerated through other group entities. It is not considered practicable to allocate their remuneration for work performed on the Company, although any such allocation would be unlikely to be material given the non-trading intermediate holding company nature of the Company. 5 Taxation The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%). The differences are reconciled below: 2025 £ 2024 £ Profit/(loss) before tax 3 (4,527,350) Corporation tax at standard rate 1 (1,131,838) Effect of expense not deductible in calculating taxable profit - 14,720,201 Tax (decrease)/increase arising from group relief (1) 38 Tax decrease from effect of dividends from UK companies - (13,588,401) Total tax charge/(credit) - - 6 Debtors Current 2025 £ 2024 £ Amounts owed by group undertakings 56,135 22 Other debtors 16 16 56,151 38 7 Share capital Allotted, called up and fully paid shares 2025 2024 No. £ No. £ Ordinary shares of £0.0001 each 3,696,517,432 369,652 3,696,517,432 369,652 8 Dividends Interim dividends paid 2025 £ 2024 £ Interim dividend of £Nil (2024 - £3.7362) per each A shares - 56,347,538 9 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. 10 Related party transactions The Company has taken advantage of the exemption permitted by Section 33 Related Party Transactions not to disclose transactions with other wholly owned members of the Midcap Invest UK 1 Topco Limited group. 11 Parent and ultimate parent undertaking The Company's immediate parent is Opus 2 Magnum Holdings Limited, incorporated in the United Kingdom and registered in England and Wales. The ultimate parent is Midcap Invest 1 Mf S.A.R.L, incorporated in Luxembourg. The most senior parent entity producing publicly available consolidated financial statements including the Company's position and results is Midcap Invest UK 1 Topco Limited, a company incorporated in the United Kingdom and registered in England and Wales. These financial statements are available upon request from Companies House. The smallest group where the parent produces such publicly available consolidated financial statements is headed by Midcap Invest UK 1 Midco Limited, which is also registered in England and Wales. These financial statements are also available from Companies House.

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