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Registration number: 14170265

Zero Topco Limited
(Formerly Mylife Supported Living Topco Limited)

Annual Report and Consolidated Financial Statements

for the Period from 14 June 2022 to 30 September 2023

 

Zero Topco Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Consolidated Profit and Loss Account

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 28

 

Zero Topco Limited

Company Information

Directors

P A Evans

O S Harris

Registered office

Thameside House Hurst Road
East Molesey
Surrey
KT8 9AY

Auditors

Hazlewoods LLP
Windsor House
Bayshill Rd
Cheltenham
GL50 3AT

 

Zero Topco Limited

Strategic Report for the period from 14 June 2022 to 30 September 2023

The directors present their strategic report for the period from 14 June 2022 to 30 September 2023.

Principal activity

The principal activity of the group is that of a care provider.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £7,142,595 and an operating profit of £350,545. At 30 September 2023 the group had net liabilities of £1,038,522. The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Key performance indicators
Given the nature of the business, the directors are of the opinion that key performance indicators are important. The group uses a number of indicators to monitor and improve the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. Key Performance Indicators, other than the financial results which in the opinion of the Directors does not require further comment, include the hours of care provided. The Directors are satisfied with the position of these indicators at the end of the financial year and believe that the prospects for the group are positive.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to the continued provision of adequate government funding and the ongoing compliance with current and future legislation affecting the sector.

• Overall, UK government spending remains subject to tight control. Whilst budget cuts are announced in other areas, an increase in demand for UK adult social care continues to be reflected in spending decisions.
• We believe that the key means of delivery of care must inevitably remain through the private sector due to the long-standing structures and relationships built up over many years
• We also believe that the political importance of the sector means that the government will ensure that providers retain access to a supply of labour from outside the UK, including post Brexit.

Financial instruments

Objectives and policies

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The board constantly monitors the group's trading results and revises projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. Cash flow, performance and key indicator reporting are measured under agreed covenant means testing and reported at the end of each quarter period.

 

Zero Topco Limited

Strategic Report for the period from 14 June 2022 to 30 September 2023

Section 172(1) statement

The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Directors have considered the long-term strategy of the of the Group to generate value for the shareholder by providing high quality residential and nursing care services and consider that this strategy will continue to deliver long term success to the Group and its stakeholders.

The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the Company and the wider Group. The main stakeholders in the Company are considered to be the ultimate shareholders, employees, suppliers and customers. Their importance to the business is considered below.

The Company is committed to maintaining an excellent reputation and strives to achieve high standards. Our relationships with our suppliers, employees and customers are all interlinked in that by treating our suppliers fairly and having the right suppliers ensures that our staff are able to operate in a conducive environment while ensuring customers’ needs are met. By ensuring that we have the correct suppliers supplying the right quality of goods or services, coupled with quality staff working in optimal environments, we can ensure that service offered to our customers is of a high quality and standard resulting in continued support in our business. Each of these combined ultimately aims to result in a sustainable business and continued return for our shareholder.

The Company is regulated by the Care Quality Commission (CQC) who perform inspections at least once every 5 years however, the CQC could inspect any provider at any point in time irrespective of rating and inspections are almost always unannounced. In order to maintain acceptable levels and standards of care, we continually monitor our care levels in order to ensure that we maintain a high level of service and care at all times. During the year, the Company had no inspections, however the Directors recognise the importance of continuous improvements and as such, the company continues its efforts to provide a high level of service and care at all times.

Approved by the Board on 5 September 2024 and signed on its behalf by:


P A Evans
Director

 

Zero Topco Limited

Directors' Report for the Period from 14 June 2022 to 30 September 2023

The directors present their report and the for the period from 14 June 2022 to 30 September 2023.

Incorporation

The company was incorporated on 14 June 2022.

Change of company name

The company changed its name from Mylife Supported Living Topco Limited to Zero Topco Limited effective from 15 December 2022.

Director of the company

The director who held office during the period was as follows:

O S Harris (appointed 14 June 2022)

The following director was appointed after the period end:

P A Evans (appointed 1 December 2023)

Employment of disabled persons

The group's policy is to consider the recruitment of disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Engagement with suppliers, customers and other relationships

As part of the group's commitment to maintaining an excellent reputation and achieving high standards, the group is continually engaging with its suppliers, customers and other stakeholders in their respective businesses. Engagements with suppliers are aimed at ensuring that suppliers provide quality goods and services, in a timely manner, at a cost that is fair and equitable to both parties. Engagements with our customers ensure that the group continues to provide a quality service to our customers that is value for money. It is critical that we meet the needs of our customers and ongoing engagement allows us to monitor these needs and adapt our services in a way that maintains customer satisfaction and ensures the sustainable growth of our business. Our engagement with other stakeholders includes engagement with our local communities; this is particularly relevant to our care businesses whose reputation within their respective communities remains critical to the ongoing success of the group as a whole.

Employee involvement

Our staff are treated with respect and dignity. Clear objectives are set for staff in terms of performance and in order to facility performance, the Company ensures that that our staff are able to work in an environment that is conducive to achieving those goals in a way that is fair and equitable.

The Company encourages the involvement of employees in its management through regular departmental meetings thus ensuring that meaningful change occurs at a localised level depending on the needs of employees and the business. It is at these meetings where employees are made aware of any changes to the business which may impact on the employees or their working environment.

Future developments

The external environment is expected to remain competitive going forwards, however, the directors remain confident that the group will continue to improve its current level of performance in the future and will continue to trade as a going concern for the reasons detailed in Note 1 to the financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

 

Zero Topco Limited

Directors' Report for the Period from 14 June 2022 to 30 September 2023

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the year and have expressed their willingness to continue in office.

Approved by the Board on 5 September 2024 and signed on its behalf by:


P A Evans
Director

 

Zero Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Zero Topco Limited

Independent Auditor's Report to the Members of Zero Topco Limited

Opinion

We have audited the financial statements of Zero Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 14 June 2022 to 30 September 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2023 and of the group's loss for the period 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 director's 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Zero Topco Limited

Independent Auditor's Report to the Members of Zero Topco Limited

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements, except for the Directors' Report does not include a Streamlined Energy and Carbon Report for the period.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of director's 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 Statement of Directors' Responsibilities set out on page 6, 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

Extent to which the audit was capable of detecting irregularities, including fraud

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 considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Zero Topco Limited

Independent Auditor's Report to the Members of Zero Topco Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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 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.





Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Rd
Cheltenham
GL50 3AT

5 September 2024

 

Zero Topco Limited

Consolidated Profit and Loss Account for the Period from 14 June 2022 to 30 September 2023

Note

14 June 2022 to 30 September 2023
 £

Turnover

3

7,142,595

Cost of sales

 

(4,497,026)

Gross profit

 

2,645,569

Administrative expenses

 

(2,362,957)

Other operating income

12,841

Operating profit

4

295,453

Other interest receivable and similar income

5

7,020

Interest payable and similar charges

6

(1,385,903)

Loss before tax

 

(1,083,430)

Taxation

9

-

Loss for the financial period

 

(1,083,430)

The above results were derived from continuing operations.

The group has no other comprehensive income for the period.

 

Zero Topco Limited

(Registration number: 14170265)
Consolidated Balance Sheet as at 30 September 2023

Note

30 September 2023
 £

Fixed assets

 

Intangible assets

10

4,798,928

Tangible assets

12

24,831,523

 

29,630,451

Current assets

 

Debtors

14

5,853,423

Cash at bank and in hand

 

2,940,415

 

8,793,838

Creditors: Amounts falling due within one year

15

(6,102,332)

Net current assets

 

2,691,506

Total assets less current liabilities

 

32,321,957

Creditors: Amounts falling due after more than one year

15

(33,166,293)

Provisions for liabilities

9

(139,094)

Net liabilities

 

(983,430)

Capital and reserves

 

Called up share capital

18

1,000

Share premium reserve

99,000

Profit and loss account

(1,083,430)

Total equity

 

(983,430)

Approved and authorised by the Board on 5 September 2024 and signed on its behalf by:
 

P A Evans
Director

 

Zero Topco Limited

(Registration number: 14170265)
Balance Sheet as at 30 September 2023

Note

30 September 2023
 £

Fixed assets

 

Investments

13

1

Current assets

 

Debtors

14

17,205,075

Cash at bank and in hand

 

2,000,706

 

19,205,781

Creditors: Amounts falling due within one year

15

(4,500,000)

Net current assets

 

14,705,781

Total assets less current liabilities

 

14,705,782

Creditors: Amounts falling due after more than one year

15

(15,721,997)

Net liabilities

 

(1,016,215)

Capital and reserves

 

Called up share capital

18

1,000

Share premium reserve

99,000

Profit and loss account

(1,116,215)

Total equity

 

(1,016,215)

Approved and authorised by the Board on 5 September 2024 and signed on its behalf by:
 

P A Evans
Director

 

Zero Topco Limited

Consolidated Statement of Changes in Equity for the Period from 14 June 2022 to 30 September 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the period

-

-

(1,083,430)

(1,083,430)

New share capital subscribed

1,000

99,000

-

100,000

At 30 September 2023

1,000

99,000

(1,083,430)

(983,430)

 

Zero Topco Limited

Statement of Changes in Equity for the Period from 14 June 2022 to 30 September 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the period

-

-

(1,116,215)

(1,116,215)

New share capital subscribed

1,000

99,000

-

100,000

At 30 September 2023

1,000

99,000

(1,116,215)

(1,016,215)

 

Zero Topco Limited

Consolidated Statement of Cash Flows for the Period from 14 June 2022 to 30 September 2023

Note

14 June 2022 to 30 September 2023
 £

Cash flows from operating activities

Loss for the period

 

(1,083,430)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

470,444

Finance income

5

(7,020)

Finance costs

6

1,385,903

 

765,897

Working capital adjustments

 

Increase in trade debtors

14

(4,133,503)

Increase in trade creditors

15

4,436,089

Cash generated from operations

 

1,068,483

Income taxes paid

9

(201,398)

Net cash flow from operating activities

 

867,085

Cash flows from investing activities

 

Interest received

7,020

Acquisitions of tangible assets

(1,746,445)

Proceeds from sale of tangible assets

 

3,112

Acquisition of intangible assets

10

(28)

Acquisition of subsidiaries

 

(28,177,316)

Net cash flows from investing activities

 

(29,913,657)

Cash flows from financing activities

 

Interest paid

 

(618,877)

Advance of bank loans

 

8,500,000

Advance of finance leases

 

9,430,814

Debt costs paid

 

(410,978)

Repayment of finance leases

 

(13,972)

Proceeds from share allotments

 

15,100,000

Net cash flows from financing activities

 

31,986,987

Net increase in cash and cash equivalents

 

2,940,415

Cash and cash equivalents at 14 June

 

-

Cash and cash equivalents at 30 September

 

2,940,415

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The company was formerly known as Mylife Supported Living Topco Limited.

The address of its registered office is:
Thameside House Hurst Road
East Molesey
Surrey
KT8 9AY
United Kingdom

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been 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 for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2023.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £1,116,215.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies..

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cast less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a a revaluation decrease cacceds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be rocognised in profit or loss.

Depreciation

Depreciation is provided on tangible fixed assets so as to write off the cost or valuation, less any estimated residual value, over the expected useful economic life as follows:

Asset class

Depreciation method and rate

Land and buildings

1% on cost

Furniture, fittings and equipment

25% reducing balance

Motor vehicles

25% reducing balance

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed five years if a reliable estimate of the useful life cannot be made.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All debtors are repayable within one year and are hence included at the undiscounted amount of the cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

 

3

Turnover

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Operating profit

Arrived at after charging/(crediting)

2023
£

Depreciation expense

231,293

Amortisation expense

233,342

Operating lease expense - property

52,718

 

5

Other interest receivable and similar income

2023
£

Interest income on bank deposits

7,020

 

6

Interest payable and similar expenses

2023
£

Interest on bank overdrafts and borrowings

618,877

Interest on preference shares

721,997

Interest expense on other finance liabilities

45,029

1,385,903

 

7

Staff costs

Group
The aggregate payroll costs (including director's remuneration) were as follows:

14 June 2022 to 30 September 2023
 £

Wages and salaries

4,225,125

Social security costs

338,124

Pension costs, defined contribution scheme

64,030

4,627,279

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

14 June 2022 to 30 September 2023
 No.

Employees

287


Company
The company incurred no staff costs and had no employees other than the directors.

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

 

8

Auditors' remuneration

2023
£

Audit of these financial statements

30,000

Other fees to auditors

All other non-audit services

12,500


 

 

9

Taxation

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK of 22%.

The differences are reconciled below:

2023
£

Loss before tax

(1,083,430)

Corporation tax at standard rate

(238,355)

Effect of expense not deductible in determining taxable profit (tax loss)

210,175

Increase from tax losses for which no deferred tax asset was recognised

28,080

Total tax credit

(100)

Deferred tax

Group

Deferred tax assets and liabilities

2023

Liability
£

Accelerated capital allowances

139,094

139,094

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

 

10

Intangible assets

Group

Goodwill
 £

Cost

Acquired through business combinations and at 30 September 2023

5,032,270

Amortisation

Amortisation charge and at 30 September 2023

233,342

Carrying amount

At 30 September 2023

4,798,928

 

11

Business combinations

On 28 February 2023, Sky Care Homes Limited acquired 100% of the issued share capital of Zero Three Care Homes LLP , obtaining control.

Zero Three Care Homes LLP contributed £7,012,453 revenue and £980,569 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

2023
£

Assets and liabilities acquired

Financial assets

907,155

Tangible assets

22,218,520

Financial liabilities

(633,469)

Total identifiable assets

22,492,206

Goodwill

3,587,319

Total consideration

26,079,525

Satisfied by:

Cash

24,243,686

Other

1,805,839

Total consideration transferred

26,049,525

Cash flow analysis:

Cash consideration

26,049,525

Less: cash and cash equivalent balances acquired

(673,574)

Net cash outflow arising on acquisition

25,375,951

The useful life of goodwill is 10 years.

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

On 17 August 2023, Sky Care Homes Limited acquired 100% of the issued share capital of SAS Homecare Ltd and SAS Support & Solutions Ltd , obtaining control.

SAS Homecare Ltd and SAS Support & Solutions Ltd contributed £130,142 revenue and £94,946 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

2023
£

Assets and liabilities acquired

Financial assets

1,491,740

Tangible assets

1,106,772

Financial liabilities

(1,237,299)

Total identifiable assets

1,361,213

Goodwill

1,444,951

Total consideration

2,806,164

Satisfied by:

Cash

2,654,034

Other

152,130

Total consideration transferred

2,806,164

Cash flow analysis:

Cash consideration

2,806,164

Less: cash and cash equivalent balances acquired

(4,799)

Net cash outflow arising on acquisition

2,801,365

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

 

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost

Additions

1,700,996

28,254

17,195

1,746,445

Acquired through business combinations

23,063,799

26,436

235,057

23,325,292

Disposals

-

-

(39,029)

(39,029)

At 30 September 2023

24,764,795

54,690

213,223

25,032,708

Depreciation

Charge for the period

138,547

4,219

88,527

231,293

Eliminated on disposal

-

-

(30,108)

(30,108)

At 30 September 2023

138,547

4,219

58,419

201,185

Carrying amount

At 30 September 2023

24,626,248

50,471

154,804

24,831,523

Included within the net book value of land and buildings above is £24,626,248 in respect of freehold land and buildings.
 

 

13

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Country of registration

Holding

Proportion of voting rights and shares held

     

2023

Subsidiary undertakings

Zero Midco Limited*

England and Wales

Ordinary

100%

 

     

Sky Care Homes Limited

England and Wales

Ordinary

100%

 

     

Zero Care Homes LLP

England and Wales

Share of membership

100%

 

     

SAS Support & Solutions Limited

England and Wales

Ordinary

100%

 

     

SAS Homecare Limited

England and Wales

Ordinary

100%

 

     

* indicates direct investment of the company

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

All subsidiaries listed above have a registered office address of Thameside House, Hurst Road, East Molesey, Surrey, England, KT8 9AY.

The principal activity of Zero Care Homes LLP, SAS Support & Solutions Limited and SAS Homecare Limited is the provision of care services. The principal activity of Zero Midco Limited and Sky Care Homes Limited is that of intermediate holding companies.

Company

2023
£

Investments in subsidiaries

1

Subsidiaries

£

Cost and carrying amount

Additions and at 30 September 2023

1

 

14

Debtors

   

Group

Company

Note

30 September 2023
 £

30 September 2023
 £

Trade debtors

 

335,603

-

Amounts owed by group undertakings

-

12,149,138

Other debtors

 

5,253,156

5,055,937

Prepayments

 

264,664

-

Total current trade and other debtors

 

5,853,423

17,205,075

Group and Company other debtors includes £5,000,000 due from Montreux Fixed Yield Fund, a related party.

 

15

Creditors

   

Group

Company

Note

30 September 2023
 £

30 September 2023
 £

Due within one year

 

Loans and borrowings

16

106,597

-

Trade creditors

 

616,979

-

Social security and other taxes

 

129,336

-

Outstanding defined contribution pension costs

 

23,528

-

Other creditors

 

4,992,521

4,500,000

Accrued expenses

 

89,867

-

Corporation tax liability

9

143,504

-

 

6,102,332

4,500,000

Due after one year

 

Loans and borrowings

16

33,166,293

15,721,997

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

 

16

Loans and borrowings

 

Group

Company

2023
£

2023
£

Current loans and borrowings

Finance lease liabilities

106,597

-

 

Group

Company

2023
£

2023
£

Non-current loans and borrowings

Bank borrowings

8,300,029

-

Finance lease liabilities

9,144,267

-

Redeemable preference shares

15,721,997

15,721,997

33,166,293

15,721,997

Bank borrowings outstanding of £8,300,029 are stated after deducting £199,971 of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. The remaining loan is repayable in full on 1 November 2029, with interest charged of SONIA (sterling overnight index average) plus a margin of 3.5%.

Bank borrowings are secured by a debenture over all the assets of the subsidiary company, including first and legal charges over the freehold properties. Following the balance sheet date, the bank borrowings were refinanced.

Finance lease liabilities are stated after deducting £165,978 of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the finance leases. The implicit interest rate on the finance lease liabilities is 3.66% at year end, with an adjustable rate between 2% and 5% linked to RPI. Finance lease liabilities are payable in monthly instalments over a 40 year term with a final repayment due in 2063 and are secured against the freehold properties to which they relate.

Redeemable preference shares are unsecured with dividends payable at a coupon rate of 12% per annum compounding annually on the anniversary of issue date. Redeemable preference shares include £721,997 of accrued unpaid dividends at the balance sheet date.

 

17

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £64,030.

Contributions totalling £23,528 were payable to the scheme at the end of the period and are included in creditors.

 

Zero Topco Limited

Notes to the Financial Statements for the Period from 14 June 2022 to 30 September 2023

 

18

Share capital

Allotted, called up and fully paid shares

 

30 September 2023

 

No.

£

Ordinary A shares of £0.01 each

56,100

561.00

Ordinary B shares of £0.01 each

43,900

439.00

 

100,000

1,000

Rights, preferences and restrictions

have the following rights, preferences and restrictions:
The different classes of shares rank pari passu in all respects other than dividend rights.

 

19

Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

2023
£

Not later than one year

106,597

Later than one year and not later than five years

467,376

Later than five years

8,676,891

9,250,864

Operating leases

The total of future minimum lease payments is as follows:

2023
£

Not later than one year

29,901

Later than one year and not later than five years

64,393

94,294

The amount of non-cancellable operating lease payments recognised as an expense during the period was £Nil .

 

20

Parent and ultimate parent undertaking

The ultimate controlling party is Montreux Fixed Yield Holding Company.