REGISTERED NUMBER: 03562496 (England and Wales) |
REPORT OF THE DIRECTORS AND |
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2024 |
FOR |
ZOE GROUP LIMITED |
REGISTERED NUMBER: 03562496 (England and Wales) |
REPORT OF THE DIRECTORS AND |
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2024 |
FOR |
ZOE GROUP LIMITED |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MAY 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Consolidated Profit and Loss Account | 3 |
Consolidated Balance Sheet | 4 |
Company Balance Sheet | 6 |
Notes to the Consolidated Financial Statements | 8 |
ZOE GROUP LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MAY 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
BANKERS: |
First Floor |
Exchange Station |
Tithebarn Street |
Liverpool |
L2 2QP |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MAY 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 May 2024. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 June 2023 to the date of this report. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
CONSOLIDATED PROFIT AND LOSS ACCOUNT |
FOR THE YEAR ENDED 31 MAY 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 2,327,208 | 2,266,084 |
Administrative expenses | 587,186 | 1,553,994 |
1,740,022 | 712,090 |
Other operating income | 85 | 240 |
Loss on revaluation of assets | (39,109 | ) | (28,930 | ) |
OPERATING PROFIT | 4 | 1,700,998 | 683,400 |
Interest receivable and similar income | 94,282 | 5,908 |
1,795,280 | 689,308 |
Interest payable and similar expenses | 5 | 1,012,601 | 698,147 |
PROFIT/(LOSS) BEFORE TAXATION | 782,679 | (8,839 | ) |
Tax on profit/(loss) | 6 | 226,155 | 28,961 |
PROFIT/(LOSS) FOR THE FINANCIAL YEAR | ( |
) |
Profit/(loss) attributable to: |
Owners of the parent | 491,835 | (102,547 | ) |
Non-controlling interests | 64,689 | 64,747 |
556,524 | (37,800 | ) |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
CONSOLIDATED BALANCE SHEET |
31 MAY 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 99,198 | 113,172 |
Tangible assets | 10 | 30,311 | 40,609 |
Investments | 11 |
Interest in associate | 262,918 | 234,750 |
Investment property | 12 | 26,240,759 | 26,505,986 |
26,633,186 | 26,894,517 |
CURRENT ASSETS |
Debtors | 13 | 3,193,545 | 1,367,406 |
Cash at bank | 276,829 | 75,380 |
3,470,374 | 1,442,786 |
CREDITORS |
Amounts falling due within one year | 14 | 2,599,474 | 2,217,672 |
NET CURRENT ASSETS/(LIABILITIES) | 870,900 | (774,886 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
27,504,086 |
26,119,631 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(13,910,079 |
) |
(12,819,049 |
) |
PROVISIONS FOR LIABILITIES | 17 | (915,689 | ) | (878,788 | ) |
NET ASSETS | 12,678,318 | 12,421,794 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 100 | 100 |
Retained earnings | 19 | 12,247,827 | 12,055,992 |
SHAREHOLDERS' FUNDS | 12,247,927 | 12,056,092 |
NON-CONTROLLING INTERESTS | 430,391 | 365,702 |
TOTAL EQUITY | 12,678,318 | 12,421,794 |
The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 May 2024. |
The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 May 2024 in accordance with Section 476 of the Companies Act 2006. |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group. |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
CONSOLIDATED BALANCE SHEET - continued |
31 MAY 2024 |
The 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 14 February 2025 and were signed on its behalf by: |
E Eleftheriou - Director |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
COMPANY BALANCE SHEET |
31 MAY 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
Investment property | 12 |
CURRENT ASSETS |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 23,079 | 722,330 |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
COMPANY BALANCE SHEET - continued |
31 MAY 2024 |
The financial statements were approved by the Board of Directors and authorised for issue on |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MAY 2024 |
1. | STATUTORY INFORMATION |
Zoe Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The directors have reviewed the group's forecasts and projections taking into consideration possible changes in trading performance and consider that the group will be able to continue to trade profitably with the facilities available to them and with the support available from other creditors. The directors consider that with continued support from its bankers that the group has adequate resources to continue in operational existence for the foreseeable future (and at least the next 12 months) and therefore consider it appropriate to prepare the financial statements on the going concern basis. |
Basis of consolidation |
The group financial statements consolidate the financial results of Zoe Group Limited and its subsidiary undertakings drawn up to 31 May 2024. The results of subsidiary undertakings acquired or disposed of in the period are consolidated for the periods from or to the date on which control passed. Business combinations are accounted for under the purchase method. All intra-group transactions, balances, expenses and income are eliminated on consolidation. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the group'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. This includes valuations of investment properties and fixed asset investments. 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 effects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Investment properties |
A key source of estimation uncertainty relates to the valuation of investment properties, where a valuation is obtained annually, either by professionally qualified external valuers, or internally by the group's directors. The evidence to support these valuations is based primarily on recent, comparable market transactions on an arm's length basis. However, the assumptions applied are inherently subjective and so are subject to a degree of uncertainty. |
Turnover |
Turnover is the total amount of rent and other income receivable by the company, excluding VAT and is attributable to the continuing activities of property investment. |
Turnover is recognised in the period to which it relates, taking into account provisions for lease incentives. Lease incentives are spread on a straight line basis over the lease term. |
Goodwill |
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. Goodwill is amortised evenly over its estimated economic life. |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Fixtures and fittings | - |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Investment property sales are recognised upon unconditional exchange. |
Bank borrowings |
Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the profit and loss account using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. |
Short term debtors and creditors |
Short term debtors and creditors with no stated interest rate are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Leased assets - group as a lessee |
The company holds a number of investment properties under operating leases. In accordance with FRS 102 such assets are capitalised as tangible fixed assets and are initially recognised at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease), and an equivalent amount is recognised as a liability. The minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the relevant term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Any subsequent increase in the rental charges is expensed to the profit and loss account. |
Fixed asset investments |
Investments in subsidiaries are stated at cost less provision for impairment. |
Investments in associates are stated at cost less provision for impairment in the separate financial statements of the company, and at fair value in the consolidated financial statements. |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Depreciation - owned assets | 12,118 | 5,170 |
Goodwill amortisation | 13,974 | 8,836 |
Loss on revaluation of investment property | 67,277 | 64,952 |
Gain on revaluation of investments | (28,168 | ) | (36,022 | ) |
Loss/(profit) on sale of investment property | (60,000 | ) | 583,155 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank loan interest and charges | 924,320 | 665,206 |
Other loan interest | 74,698 | 17,985 |
Leasing finance charges | 13,583 | 14,956 |
1,012,601 | 698,147 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 189,254 | 140,648 |
Deferred tax: |
Other timing differences | 36,056 | (114,211 | ) |
Tax losses carried forward | 845 | 2,524 |
Total deferred tax | 36,901 | (111,687 | ) |
Tax on profit/(loss) | 226,155 | 28,961 |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
8. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Ordinary shares of £1 each |
Interim | 300,000 | 150,000 |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 June 2023 |
and 31 May 2024 | 805,146 |
AMORTISATION |
At 1 June 2023 | 691,974 |
Charge for year | 13,974 |
At 31 May 2024 | 705,948 |
NET BOOK VALUE |
At 31 May 2024 | 99,198 |
At 31 May 2023 | 113,172 |
10. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and |
fittings |
£ |
COST |
At 1 June 2023 | 1,105,456 |
Additions | 1,820 |
At 31 May 2024 | 1,107,276 |
DEPRECIATION |
At 1 June 2023 | 1,064,847 |
Charge for year | 12,118 |
At 31 May 2024 | 1,076,965 |
NET BOOK VALUE |
At 31 May 2024 | 30,311 |
At 31 May 2023 | 40,609 |
11. | FIXED ASSET INVESTMENTS |
Group |
Interest |
in |
associate |
£ |
COST OR VALUATION |
At 1 June 2023 | 234,750 |
Revaluations | 28,168 |
At 31 May 2024 | 262,918 |
NET BOOK VALUE |
At 31 May 2024 | 262,918 |
At 31 May 2023 | 234,750 |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
Group |
Company |
Shares in | Interest |
group | in |
undertakings | associate | Totals |
£ | £ | £ |
COST |
At 1 June 2023 |
and 31 May 2024 | 362,027 |
NET BOOK VALUE |
At 31 May 2024 | 362,027 |
At 31 May 2023 | 362,027 |
The subsidiary undertakings consolidated at 31 May 2024, all of which were wholly owned unless otherwise stated were as follows: |
Name | Activity |
Zoe Enterprises Ltd | Property investment |
Zoe Warrington Limited | Property investment |
Zoe Developments Limited | Property investment |
Zoe Wigan Limited | Property investment |
Zoe Cheshire Limited | Property investment |
Zoe Marybone Limited | Property investment |
Zoe Ashton Limited | Property investment |
Zoe Netherton Limited | Property investment |
Zoe Orford Limited | Property investment |
Zoe Manchester Limited | Property investment | * |
Zoe Rainford Limited | Property investment |
Zoe Ropewalks Limited | Property investment |
Zoe (Parking) Limited | Property investment |
Zoe (Michael) Limited | Property investment |
Zoe (Norley) Limited | Property investment |
Zoe Properties Limited | Property investment |
Zoe Cleaning Limited | Dormant |
Liberty Enterprises Limited | Dormant |
Zoe Rochdale Limited | Property investment |
Zoe Vauxhall Limited | Property investment |
Zoe Andreas Limited | Property investment | ** |
Zoe Antonis Limited | Property investment |
Zoe Woolton Limited | Property investment |
Zoe JSM Group Limited | Property investment | *** |
Zoe Bold Street Limited | Property investment | *** |
All subsidiaries are incorporated in England and Wales. |
* 75% owned |
** 60% owned |
*** 67% owned |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
12. | INVESTMENT PROPERTY |
Freehold | Leasehold |
investment | investment |
property | property | Total |
£ | £ | £ |
FAIR VALUE |
At 1 June 2023 | 18,145,983 | 8,360,003 | 26,505,986 |
Additions | 2,050 | - | 2,050 |
Disposals | (200,000 | ) | - | (200,000 | ) |
Revaluations | - | (67,277 | ) | (67,277 | ) |
At 31 May 2024 | 17,948,033 | 8,292,726 | 26,240,759 |
The historical cost to the group of all investment properties is £18,846,526 (2023 - £18,844,476). |
The directors have valued the group's investment properties as at 31 May 2024 based on open market value. In determining open market value the directors have taken into consideration any changes in the property market and the condition and use of the properties. |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 85,984 | 70,154 |
Amounts owed by group undertakings | - | - |
Other debtors | 3,107,561 | 1,297,252 |
3,193,545 | 1,367,406 |
The balance due from group undertakings is unsecured and has no fixed date for repayment. |
Group and Company other debtors includes a balance of £1,955,757 (2023 - £nil) falling due for payment after more than one year. |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts | 240,000 | - |
Trade creditors | 24,718 | 36,268 |
Taxation and social security | 388,417 | 392,601 |
Other creditors | 1,946,339 | 1,788,803 |
2,599,474 | 2,217,672 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans | 12,220,172 | 12,610,172 |
Other creditors | 1,689,907 | 208,877 |
13,910,079 | 12,819,049 |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
Amounts falling due in more than five years: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Repayable by instalments |
Bank loans more 5 yr by instal | 10,940,172 | 9,810,172 | 10,940,172 | 9,810,172 |
16. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans | 12,460,172 | 12,610,172 |
Secured bank loans include term loans totalling £12.5m (2023 - £12.6m) which have an interest rate of 2.1% above LIBOR. The loans are secured by fixed and floating charges over the group's properties and there are unlimited inter-company guarantees with certain companies within the group (refer to note 20 for a full listing). A guarantee has also been provided by Loddington Limited for the principal sum of £2,995,000 as well as legal charges held over properties in Loddington Limited. |
17. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax |
Tax losses carried forward | (13,725 | ) | (14,570 | ) |
Other timing differences | 929,414 | 893,358 |
915,689 | 878,788 |
Group |
Deferred |
tax |
£ |
Balance at 1 June 2023 | 878,788 |
Tax losses carried forward | 845 |
Property revaluations | 36,056 |
Balance at 31 May 2024 | 915,689 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 100 | 100 |
ZOE GROUP LIMITED (REGISTERED NUMBER: 03562496) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
19. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 June 2023 | 12,055,992 |
Profit for the year | 491,835 |
Dividends | (300,000 | ) |
At 31 May 2024 | 12,247,827 |
Company |
Retained |
earnings |
£ |
At 1 June 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 May 2024 |
Included in the group profit and loss reserve is a non-distributable balance of £6,464,819 (2023 - £6,768,152) relating to unrealised gains on the revaluation of investment properties. |
20. | CONTINGENT LIABILITIES |
The company is party to an unlimited guarantee in respect of its bank facilities along with the following companies within the group: |
Zoe Ashton Limited |
Zoe Cheshire Limited |
Zoe Enterprises Limited |
Zoe Marybone Limited |
Zoe Netherton Limited |
Zoe Orford Limited |
Zoe Warrington Limited |
Zoe Wigan Limited |
Zoe Developments Limited |
Zoe Manchester Limited |
Zoe (Parking) Limited |
Zoe (Norley) Limited |
Zoe (Michael) Limited |
Zoe Rainford Limited |
Zoe Properties Limited |
Zoe Rochdale Limited |
Zoe Ropewalks Limited |
Zoe Vauxhall Limited |
Zoe Andreas Limited |
Zoe Antonis Limited |
Zoe Woolton Limited |
Zoe JSM Group Limited |
Zoe Bold Street Limited |