Company Registration No. 05457534 (England and Wales)
ZERODOWN LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ZERODOWN LIMITED
COMPANY INFORMATION
Directors
S S Conway
G A Conway
Company number
05457534
Registered office
3rd Floor
Sterling House
Langston Road
Loughton
Essex
IG10 3TS
Auditor
Buzzacott LLP
130 Wood Street
London
EC2V 6DL
ZERODOWN LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 12
ZERODOWN LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company continued to be that of property development.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S S Conway
G A Conway
Auditor

The auditor, Buzzacott LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going Concern

The directors have assessed the company’s cashflow forecasts from future sales and operations and with continued support from Galliard Group Limited, they are satisfied that there is sufficient available cash for at least the next twelve months to meet the operating needs of the company.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

ZERODOWN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
On behalf of the board
S S Conway
Director
18 October 2024
ZERODOWN LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ZERODOWN LIMITED
- 3 -
Opinion

We have audited the financial statements of Zerodown Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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:

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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

ZERODOWN LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ZERODOWN LIMITED
- 4 -

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 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:

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities, 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.

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:

 

How the audit was considered capable of detecting irregularities including fraud

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

 

 

ZERODOWN LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ZERODOWN LIMITED
- 5 -

 

We assessed the extent of compliance with the laws and regulations identified above through:

 

 

To address the risk of fraud through management bias and override of controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

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.

 

ZERODOWN LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ZERODOWN LIMITED
- 6 -

Use of our report

This report is made solely to the company's member 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 member 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 member for our audit work, for this report, or for the opinions we have formed.

Philip Westerman (Senior Statutory Auditor)
For and on behalf of Buzzacott LLP, Statutory Auditor
18 October 2024
130 Wood Street
London
EC2V 6DL
ZERODOWN LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
2024
2023
Notes
£
£
Administrative expenses
(2,520)
(2,500)
Other operating (expenses)/income
3
(3,202)
3,215
Operating (loss)/profit
4
(5,722)
715
Investment income
5
7,794
-
0
Profit before taxation
2,072
715
Tax on profit
-
0
-
0
Profit for the financial year
2,072
715

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 10 to 12 form part of these financial statements.
ZERODOWN LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 8 -
2024
2023
Notes
£
£
£
£
Current assets
Inventories
100,000
100,000
Trade and other receivables
6
75
750
100,075
100,750
Current liabilities
7
(99,810)
(102,557)
Net current assets/(liabilities)
265
(1,807)
Equity
Called up share capital
8
2
2
Retained earnings
263
(1,809)
Total equity
265
(1,807)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 18 October 2024 and are signed on its behalf by:
S S Conway
Director
Company Registration No. 05457534
The notes on pages 10 to 12 form part of these financial statements.
ZERODOWN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 April 2022
2
(2,524)
(2,522)
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
715
715
Balance at 31 March 2023
2
(1,809)
(1,807)
Year ended 31 March 2024:
Profit and total comprehensive expense for the year
-
2,072
2,072
Balance at 31 March 2024
2
263
265
The notes on pages 10 to 12 form part of these financial statements.
ZERODOWN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
1
Accounting policies
Company information

Zerodown Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, Sterling House, Langston Road, Loughton, Essex, IG10 3TS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The preparation of financial statements in compliance with FRS102 Section 1A Small Entities requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the accounting policies. The following principal accounting policies have been applied:

1.2
Going concern

The financial statements have been prepared on a going concern basis subject to the continued support of Galliard trueGroup Limited, its ultimate parent company. Galliard Group Limited has indicated that it will provide such financial support as is required for at least twelve months from the date of signing these financial statements.

 

On this basis, these financial statements do not include any adjustments that would result from a withdrawal of the financial support provided.

1.3
Inventories

Inventories are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost comprises the purchase cost of land and buildings and development expenditure.

 

Profit on sales of developed properties are taken on receipt of sales proceeds at legal completion. Costs attributable to each sale comprises an appropriate proportion of total costs of the development.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

Financial assets, other than investments, are initially measured at transaction price and subsequently held at cost, less any impairment.

 

Financial liabilities are measured initially at transaction price and subsequently at amortised cost.

 

Financial liabilities and equity are classified according to the substance of the instrument's contractual obligation, rather than its legal form.

 

Finance costs are charged to profit and loss over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

ZERODOWN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 11 -
1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.8
Other operating income
Other operating income comprises rental income net of value added tax and expenses directly attributable to the rental property.
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
-
0
-
0
3
Other operating (expenses)/ income
2024
2023
£
£
Rent receivable
3,921
3,911
Expenses of rented property
(7,123)
(696)
(3,202)
3,215
4
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
2,000
2,000
5
Investment income
2024
2023
£
£
Investment income includes the following:
Income from participating interests
7,794
-
0
ZERODOWN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
6
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
75
750
7
Current liabilities
2024
2023
£
£
Trade payables
4,551
-
0
Amount due to group undertakings
95,259
94,742
Amounts due to joint developers
-
0
7,794
Other payables
-
0
21
99,810
102,557
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2
9
Parent company

The immediate parent company is Galliard Holdings Limited, a company registered in England and Wales, and the ultimate holding company is Galliard Group Limited, a company registered in England and Wales.

 

Galliard Group Limited prepares group financial statements and copies can be obtained from 3rd floor Sterling House, Langston Road, Loughton, Essex, IG10 3TS or from Companies House.

 

In the opinion of the directors, the controlling party is Stephen Conway, a director who holds more than 50% of voting rights.

2024-03-312023-04-01falseCCH SoftwareCCH Accounts Production 2023.300S S ConwayG A Conwayfalse054575342023-04-012024-03-3105457534bus:Director12023-04-012024-03-3105457534bus:Director22023-04-012024-03-3105457534bus:RegisteredOffice2023-04-012024-03-31054575342024-03-31054575342022-04-012023-03-3105457534core:RetainedEarningsAccumulatedLosses2022-04-012023-03-3105457534core:RetainedEarningsAccumulatedLosses2023-04-012024-03-31054575342023-03-3105457534core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3105457534core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3105457534core:ShareCapital2024-03-3105457534core:ShareCapital2023-03-3105457534core:RetainedEarningsAccumulatedLosses2024-03-3105457534core:RetainedEarningsAccumulatedLosses2023-03-3105457534core:ShareCapital2022-03-3105457534core:RetainedEarningsAccumulatedLosses2022-03-31054575342022-03-3105457534core:CurrentFinancialInstruments2024-03-3105457534core:CurrentFinancialInstruments2023-03-3105457534bus:PrivateLimitedCompanyLtd2023-04-012024-03-3105457534bus:FRS1022023-04-012024-03-3105457534bus:Audited2023-04-012024-03-3105457534bus:FullAccounts2023-04-012024-03-31xbrli:purexbrli:sharesiso4217:GBP