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Registered number: 03313680













ZENZERO SOLUTIONS LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

 
ZENZERO SOLUTIONS LIMITED
 

COMPANY INFORMATION


Directors
M W Bateman (appointed 9 June 2022)
O J Gee 
M Penny 
S Winterburn (appointed 22 September 2023)




Registered number
03313680



Registered office
Suite B Earlsdon Park
53-55 Butts Road

Coventry

England

CV1 3BH




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
ZENZERO SOLUTIONS LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 31


 
ZENZERO SOLUTIONS LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction
 
The principle activity of the company in the year under review was that of IT managed services.

Business review
 
Zenzero (the Group) is one of the UK’s leading IT managed services providers, focused on IT support, security, data and development services. It is an award-winning service-led organization with a long track record of client satisfaction. Zenzero has built a portfolio of cloud, digital and data services to serve organisations across all sectors as they embark on their digital transformation journeys. It has a flexible operating model that can profitably address the complex and evolving needs of its customers. This has resulted in the business growing strongly through market and economic uncertainty.

Principal risks and uncertainties
 
Strategic risks

Uncertainty of Political and Economic Conditions
To date, the impact of economic headwinds has been limited and Zenzero does not have a high concentration of customers in any single sector. High inflation rates have led to upward pressure on employee costs in the UK in particular, however, this is mitigated by non-UK teams and having control over the prices we charge customers. There are further uncertainties around the potential for the market to become subject to further regulation, with legislation being updated to boost the UK’s resilience against online attacks. These changes in regulation are closely monitored by the Company's Directors and the security team to ensure the updates in legislation are reflected throughout the business.

Products and Services
It is possible that the Company may not respond quickly enough to significant changes affecting its portfolio of products and services. Zenzero regularly reviews changes in trends in technology with the aim of mitigating the risk. This is one of the Group’s key strategic initiatives and mission to ensure value add through product/service leadership and the Company’s approach to continuous improvement supports the mitigation of this risk.

Operational risks
Acquisitions
Acquiring businesses adds to operational risk as different operational models require integration. There is a risk that this may absorb a disproportionate amount of management time, and the costs of integration may exceed anticipated synergies or the forecast benefits may be delayed. To mitigate this risk, the Company has a strict process prior to any acquisition, including thorough internal analysis, indepth due diligence internally and externally as well as integration planning both pre- and postacquisitions all with the purpose of ensuring the target acquisition is a valuable business with minimal downside risk to the Company. Zenzero also has an experienced management team that has extensive collective experience of acquisitions and integrations. 
Employees
With the uncertainty of the economy there is risk associated with the employees needing, or requesting, more financial support. This, and the possibility of employees departing the business for a remote job or for increased pay, leads to a risk that the business could become understaffed and struggle to continue with day-to-day operations. The Company is aware of these risks has tasked the Head of People and Culture to ensure the team are happy, feel supported and can have a work-life balance that meets their needs. The Company believe that this has helped to minimise the risk of staff churn. The Comapny also has the advantage of two non-UK offices, in Bulgaria and South Africa, to provide increased hiring opportunities.

Page 1

 
ZENZERO SOLUTIONS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


Cyber and information security
Cyber and information security continue to become greater threats to businesses as online use proliferates and the range of threat actors becomes more diverse. A principle risk to the Company is a compromise of Zenzero’s systems, or breach of the Company’s data that resides in other systems. This type of event would be damaging to the Company’s operations, potentially halting the service we can provide to customers, or potentially losing customer data. To mitigate this Zenzero have a strict training program to educate the team on security risks including phishing emails, as well as using a third party to conduct penetration tests of the Company’s infrastructure. 

Financial risks

Credit risk
Zenzero’s credit risk is primarily attributable to its trade receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
Foreign exchange risk
The Company has foreign exchange risk due to its exposure to foreign exchanges via its operations in Bulgaria and South Africa. These risks are low due to having two jurisdictions to balance the exposure and the overall cost of each being small relative to the size of the Company. Furthermore the Company utilises forward contracts to protect itself from unfavorable exchange rate movements.
Liquidity risk
The Company Directors aim to ensure that there are sufficient liquid resources to meet its operational requirements. This is closely monitored by the CFO with cash forecasts updated regularly and meetings held with the Management team to ensure a continuing focus on cash management.

Financial key performance indicators
 
During the period ended 31st March 2023, Zenzero Solutions Limited recorded strong revenue and gross profit growth. Revenue for the period was £14.7m (2022: £7.3m) and gross profit was £5.8m (2022: £1.8m). 

Future developments
 
In September 2023, a majority stake in Zenzero Solutions Limited was acquired by the private equity arm of Macquarie Group. Macquarie Group are a global financial services group with a significant experience acquiring and supporting the growth of businesses in a variety of industries. In addition, Zenzero raised debt finance from Apera, a leading provider of debt to European midmarket companies. This will allow the Group to continue to invest in growth and acquire complementary and like-minded businesses.


This report was approved by the board and signed on its behalf.



O J Gee
Director

Date: 31 January 2024

Page 2

 
ZENZERO SOLUTIONS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their report and the financial statements for the year ended 31 March 2023.

Results and dividends

The profit for the year, after taxation, amounted to £1,814,281 (2022 - £50,983).

Directors

The directors who served during the year were:

M W Bateman (appointed 9 June 2022)
O J Gee 
M Penny 
A M Tasker (resigned 22 September 2023)
D Barrick (resigned 8 June 2022)
M L Struthers (resigned 30 November 2022)
S Winterburn (appointed 22 September 2023)

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

In September 2023, a majority stake in Treglown Topco Limited was acquired by the private equity arm of Macquarie Group. Macquarie Group are a global financial services group with a significant experience acquiring and supporting the growth of businesses in a variety of industries. In addition, Redini Bidco Limited raised debt finance from Apera, a leading provider of debt to European midmarket companies. This will allow the Group to continue to invest in growth and acquire complementary and like-minded businesses.

Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill 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.
 





O J Gee
Director

Date: 31 January 2024

Page 3

 
ZENZERO SOLUTIONS LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;


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 2006They 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.

Page 4

 
ZENZERO SOLUTIONS LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZENZERO SOLUTIONS LIMITED
 

Opinion


We have audited the financial statements of Zenzero Solutions Limited (the 'Company') for the year ended 31 March 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 March 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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 Auditor's 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.


Conclusions relating to going concern


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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 
ZENZERO SOLUTIONS LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZENZERO SOLUTIONS LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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.


Matters on which we are required to report by exception
 

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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
ZENZERO SOLUTIONS LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZENZERO SOLUTIONS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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 Auditor's 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:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. 
The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
Management override of controls to manipulate the company’s key performance indicators to meet targets
Timing and completeness of revenue recognition
Management judgement applied in calculating provisions
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading

Our audit procedures to respond to these risks included:
Testing of journal entries and other adjustments for appropriateness
Evaluating the business rationale of significant transactions outside the normal course of business
Reviewing judgments made by management in their calculation of accounting estimates for potential management bias
Enquiries of management about litigation and claims and inspection of relevant correspondence
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's report.


Page 7

 
ZENZERO SOLUTIONS LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZENZERO SOLUTIONS LIMITED (CONTINUED)

Use of our report
 

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 2006Our 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 Auditor's 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.





Graeme Penman (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

31 January 2024
Page 8

 
ZENZERO SOLUTIONS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
Note
£
£

  

Turnover
 4 
14,724,167
7,318,890

Cost of sales
  
(8,918,326)
(5,471,503)

Gross profit
  
5,805,841
1,847,387

Administrative expenses
  
(7,857,826)
(2,934,327)

Other operating income
 5 
2,216,868
1,150,263

Operating profit
 6 
164,883
63,323

Dividend income
 10 
1,859,727
-

Exceptional impairment charge
 11 
(199,000)
-

Interest receivable and similar income
 12 
-
10

Interest payable and similar expenses
 13 
(6,697)
(4,588)

Profit before tax
  
1,818,913
58,745

Tax on profit
 14 
(4,632)
(7,762)

Profit for the financial year
  
1,814,281
50,983

Other comprehensive income for the year
  

Total comprehensive income for the year
  
1,814,281
50,983

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

The notes on pages 12 to 31 form part of these financial statements.

Page 9

 
ZENZERO SOLUTIONS LIMITED

REGISTERED NUMBER:03313680

BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
1,884,755
257,155

Tangible assets
 16 
167,134
183,006

Investments
 17 
15,307,200
4,063,522

  
17,359,089
4,503,683

Current assets
  

Stocks
 18 
4,260
2,097

Debtors: amounts falling due within one year
 19 
5,874,525
1,938,907

Cash at bank and in hand
 20 
702,467
357,289

  
6,581,252
2,298,293

Creditors: amounts falling due within one year
 21 
(21,540,959)
(6,201,020)

Net current liabilities
  
 
 
(14,959,707)
 
 
(3,902,727)

Total assets less current liabilities
  
2,399,382
600,956

Creditors: amounts falling due after more than one year
  
(42,818)
(64,622)

Provisions for liabilities
  

Deferred tax
 24 
(38,948)
(32,999)

  
 
 
(38,948)
 
 
(32,999)

Net assets
  
2,317,616
503,335


Capital and reserves
  

Called up share capital 
 25 
22
22

Profit and loss account
  
2,317,594
503,313

  
2,317,616
503,335


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




O J Gee
Director

Date: 31 January 2024

The notes on pages 12 to 31 form part of these financial statements.

Page 10

 
ZENZERO SOLUTIONS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2021
22
452,330
452,352


Comprehensive income for the year

Profit for the year
-
50,983
50,983



At 1 April 2022
22
503,313
503,335


Comprehensive income for the year

Profit for the year
-
1,814,281
1,814,281


At 31 March 2023
22
2,317,594
2,317,616


The notes on pages 12 to 31 form part of these financial statements.

Page 11

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

Zenzero Solutions is a private company, limited by shares, registered in England and Wales under company number 12993812. 
The company's registered number and registered office can be found on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 ("FRS 102") 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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial reporting standard 102 - reduced 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 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Treglown Topco Limited as at 31 March 2023 and these financial statements may be obtained from Suite B Earlsdon Park, 53-55 Butts Road, Coventry, England, CV1 3BH.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

 
ZENZERO SOLUTIONS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.4

Going concern

The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months, following the date of approval of these financial statements. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. 
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements. 

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 13

 
ZENZERO SOLUTIONS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 14

 
ZENZERO SOLUTIONS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.11

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 balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.12

Intangible assets

Goodwill
 
The company recognises Goodwill on a business hive up following the novation of trading relationships and long-term contracts. Goodwill on a hive up is calculated based on the consideration paid in relation to acquisition of shares in excess of the fair value of the tangible net assets acquired. The amortisation period for this goodwill is deemed to have commenced from the acquisition date of the related investment.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised on a straight-line basis over their estimated useful life of four years.

Page 15

 
ZENZERO SOLUTIONS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Property improvements
-
33% on cost
Motor vehicles
-
25% on reducing balance
Computer equipment
-
33% on cost
Website
-
20% on reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 16

 
ZENZERO SOLUTIONS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.19

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

 
2.20

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
Page 17

 
ZENZERO SOLUTIONS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)


If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 18

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. 
The annual depreciation charge on tangible fixed assets is sensitive to changed in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. 
The Company assesses annually whether goodwill and investments have been impaired. Management assesses the carrying value using a number of factors with a key focus being the previous and projected trading performance of the related company or business unit. This assessment is underpinned by certain assumptions around future performance and market conditions which Management consider reasonable at the time of the assessment, giving due consideration to plausible downside scenarios.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

IT Services
14,724,167
7,318,890

14,724,167
7,318,890


All turnover arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Intercompany recharges
2,216,868
1,150,263

2,216,868
1,150,263



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of owned assets
88,183
78,350

Development costs amortisation
85,719
85,719

Goodwill amortisation
172,905
-

Page 19

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
17,000
6,000


The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.





8.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
3,438,626
2,831,898

Social security costs
354,526
311,660

Cost of defined contribution scheme
47,729
32,578

3,840,881
3,176,136


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
5
5



Administrative
7
6



Sales
13
14



Development
4
2



Technical
65
49

94
76

Page 20

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
324,875

Company contributions to defined contribution pension schemes
3,689
7,281

3,689
332,156


During the year retirement benefits were accruing to two directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £NIL (2022 - £82,500).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,000 (2022 - £3,000).

Directors' emoluments are paid through Treglown Bidco Limited on behalf of the group.


10.


Income from investments

2023
2022
£
£





Dividends received from subsidiaries
1,859,727
-



11.


Exceptional items

Exceptional items of £199k (2022: £nil) relate to the impairment of the investment in Ontech IT Limited. With the transfer of trade to the Company in the year and reduction in net assets recoverable since acquisition, carrying value has been impaired to reflect the value of Ontech IT Limited's net assets at the end of the reporting period. 


12.


Interest receivable

2023
2022
£
£


Other interest receivable
-
10

-
10

Page 21

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

13.


Interest payable and similar expenses

2023
2022
£
£


Finance leases and hire purchase contracts
5,659
4,499

Other interest payable
1,038
89

6,697
4,588


14.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(1,317)
-


(1,317)
-


Total current tax
(1,317)
-

Deferred tax


Origination and reversal of timing differences
5,949
7,762

Total deferred tax
5,949
7,762


Tax on profit
4,632
7,762
Page 22

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
 
14.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,818,913
58,745


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
345,593
11,162

Effects of:


Expenses not deductible for tax purposes
52,375
-

Fixed asset differences
28,477
(3,400)

Non-taxable income
(353,348)
-

Remeasurement of deferred tax for changes in tax rates
(1,073)
-

Movement in deferred tax not recognised
10,420
-

Group relief
(77,812)
-

Total tax charge for the year
4,632
7,762


Factors that may affect future tax charges

The March 2021 budget announced an increase to the main rate of corporation tax to 25% from April 2023. This increase in rate will have an impact on future tax charges. The deferred tax charge has been calculated based on the rate of 25%

Page 23

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

15.


Intangible assets




Development costs
Goodwill
Total

£
£
£



Cost


At 1 April 2022
342,874
-
342,874


Transfer from investments
-
1,886,224
1,886,224



At 31 March 2023

342,874
1,886,224
2,229,098



Amortisation


At 1 April 2022
85,719
-
85,719


Charge for the year on owned assets
85,719
172,905
258,624



At 31 March 2023

171,438
172,905
344,343



Net book value



At 31 March 2023
171,436
1,713,319
1,884,755



At 31 March 2022
257,155
-
257,155



Page 24

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

16.


Tangible fixed assets





Property Improvements
Motor vehicles
Computer equipment
Website
Total

£
£
£
£
£



Cost or valuation


At 1 April 2022
44,468
216,268
172,861
12,980
446,577


Additions
9,281
-
71,320
-
80,601


Disposals
(41,478)
-
(586)
-
(42,064)



At 31 March 2023

12,271
216,268
243,595
12,980
485,114



Depreciation


At 1 April 2022
31,256
102,202
120,324
9,789
263,571


Charge for the year on owned assets
5,177
11,212
41,049
1,367
58,805


Charge for the year on financed assets
-
29,378
-
-
29,378


Disposals
(33,709)
-
(65)
-
(33,774)



At 31 March 2023

2,724
142,792
161,308
11,156
317,980



Net book value



At 31 March 2023
9,547
73,476
82,287
1,824
167,134



At 31 March 2022
13,212
114,066
52,537
3,191
183,006

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Motor vehicles
98,483
69,105

98,483
69,105

Page 25

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

17.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2022
4,063,522


Additions
13,328,902


Transfer to goodwill
(1,886,224)



At 31 March 2023

15,506,200



Impairment


Charge for the period
199,000



At 31 March 2023

199,000



Net book value



At 31 March 2023
15,307,200



At 31 March 2022
4,063,522

Page 26

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Additions
On 30th March 2022, Zenzero Solutions Limited acquired 100% of the issued share capital of Ontech IT Limited, obtaining control. 
On 7th February 2023, Zenzero Solutions Limited acquired 100% of the issued share capital of Netmetix Limited, obtaining control.
On 24th March 2023, Zenzero Solutions Limited acquired 100% of the issued share capital of The Caelum Way Limited, obtaining control.
Transfer to goodwill
Goodwill has been recognised in the year following the hive up of business from subsidiary companies, with the value previously being recognised in investments following their acquisition. The directors consider the novation of trading relationships and long-term contracts into the company as being the key point of recognition and accordingly recognise the transfer of value from investments into goodwill at this trigger point. The transfer of the key contracts in respect of Ontech IT Limited was completed on 30th September 2022 and accordingly the value was transferred from investments to goodwill at this date. Goodwill recognised in relation to the hive-up of trade has been calculated based on the consideration paid in relation to acquisition of shares in Ontech IT Limited in excess of the fair value of the tangible net assets acquired. The amortisation period for this goodwill is deemed to have commenced from the acquisition date of Ontech IT Limited.
Impairment of investments
In accordance with FRS 102, the carrying values of investments are assessed for any indicators of impairment at the end of each reporting period to ensure they are not carries at more than their recoverable amount. 
 
Impairment recognised in the year relates to investment in Ontech IT Limited. With the transfer of trade to the Company in the year and reduction in net assets recoverable since acquisition, carrying value has been impaired to reflect the value of Ontech's net assets at the end of the reporting period. 


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Dynamic Edge Group Limited
Cirrus Building, 6 International Avenue, Abz Business Park, Dyce, Aberdeen, United Kingdom, AB21 0BH
Ordinary
100%
* Dynamic Edge Solutions Limited
Cirrus Building, 6 International Avenue, Abz Business Park, Dyce, Aberdeen, United Kingdom, AB21 0BH
Ordinary
100%
* Tekkers IT Solutions Limited
Cirrus Building, 6 International Avenue, Abz Business Park, Dyce, Aberdeen, United Kingdom, AB21 0BH
Ordinary
100%
Ontech IT Limited
Innovation Centre Warwick Technology Park, Gallows Hill, Warwick, England, CV34 6UW
Ordinary
100%
The Caelum Way Limited
Lakeside House, Quarry Lane, Chichester, England, PO19 8NY
Ordinary
100%
^ Caelum Communications Limited
Lakeside House, Quarry Lane, Chichester, England, PO19 8NY
Ordinary
100%
^ LMS Computer Services Limited
Lakeside House, Quarry Lane, Chichester, England, PO19 8NY
Ordinary
100%
Netmetix Limited
4 Sycamore Court Birmingham Road, Allesley, Coventry, West Midlands, CV5 9BA
Ordinary
100%

* - These companies are subsidiary undertakings of Dynamic Edge Group Limited
^ - These companies are subsidiary undertakings of The Caelum Way Limited

Page 27

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

18.


Stocks

2023
2022
£
£

Finished goods and goods for resale
4,260
2,097

4,260
2,097



19.


Debtors

2023
2022
£
£


Trade debtors
891,342
552,531

Amounts owed by group undertakings
4,649,922
924,360

Other debtors
11,565
7,500

Prepayments and accrued income
281,942
389,882

Amounts recoverable on long-term contracts
39,754
64,634

5,874,525
1,938,907



20.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
702,467
357,289

702,467
357,289



21.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,309,017
688,115

Amounts owed to group undertakings
17,712,716
3,832,466

Other taxation and social security
838,953
307,021

Obligations under finance lease and hire purchase contracts
23,583
31,089

Other creditors
1,168,425
1,195,986

Accruals and deferred income
488,265
146,343

21,540,959
6,201,020


Page 28

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

22.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
42,818
64,622

42,818
64,622



23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
23,583
31,089

Between 1-5 years
42,818
64,622

66,401
95,711


24.


Deferred taxation




2023


£






At beginning of year
(32,999)


Charged to profit or loss
(5,949)



At end of year
(38,948)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(38,948)
(32,999)

(38,948)
(32,999)

Page 29

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

25.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



2,000,000 (2022 - 2,000,000) Ordinary shares of £0.00001 each
20
20
245,135 (2022 - 245,135) A Ordinary shares of £0.00001 each
2
2

22

22



26.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totaling £19,226 (2022 - £11,431) were payable to the fund at the balance sheet date and are included in other creditors.


27.


Commitments under operating leases

At 31 March 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
123,642
133,943

Later than 1 year and not later than 5 years
160,919
284,558

284,561
418,501


28.


Related party transactions

The company has taken advantage of the exemption given under Financial Reporting Standard 102 section 1AC.35 which allows exemption from disclosure of related party transactions with other group companies.


29.


Post balance sheet events

In September 2023, a majority stake in Treglown Topco Limited was acquired by the private equity arm of Macquarie Group. Macquarie Group are a global financial services group with a significant experience acquiring and supporting the growth of businesses in a variety of industries. In addition, Redini Bidco Limited raised debt finance from Apera, a leading provider of debt to European midmarket companies. This will allow the Group to continue to invest in growth and acquire complementary and like-minded businesses.

Page 30

 
ZENZERO SOLUTIONS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

30.


Controlling party

The immediate parent company is Treglown Bidco Limited, a company registered in the United Kingdom, which owns 100% of the issued share capital. 
The smallest Group these financial statements are consolidated into are Treglown Topco Limited, a company registered in the United Kingdom. The consolidated financial statements of Treglown Topco Limited are available upon request from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling party at 31st March 2023 is FHI LP, a limited partnership registered in Guernsey.
As per note 29 of these financial statements, the Treglown Topco Limited group was acquired by Macquarie Group in September 2023, as a result, the ultimate controlling party at the date of our directors’ report is Macquarie Group Limited, a company incorporated in Australia.


Page 31