Z CHA Holdco Ltd
Financial Statements
For the year ended 31 March 2024
Pages for Filing with Registrar
Company Registration No. 11528766 (England and Wales)
Z CHA Holdco Ltd
Contents
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
Z CHA Holdco Ltd
Balance Sheet
As at 31 March 2024
Page 1
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
3
400
400
Current assets
Debtors
5
42,229,263
43,352,768
Cash at bank and in hand
100
100
42,229,363
43,352,868
Creditors: amounts falling due within one year
6
(1,365,708)
(43,508,091)
Net current assets/(liabilities)
40,863,655
(155,223)
Total assets less current liabilities
40,864,055
(154,823)
Creditors: amounts falling due after more than one year
7
(41,424,165)
Net liabilities
(560,110)
(154,823)
Capital and reserves
Called up share capital
8
300
300
Profit and loss reserves
(560,410)
(155,123)
Total equity
(560,110)
(154,823)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 28 February 2025 and are signed on its behalf by:
R Meehan
Director
Company Registration No. 11528766
Z CHA Holdco Ltd
Statement of Changes in Equity
For the year ended 31 March 2024
Page 2
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2022
300
(116,526)
(116,226)
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
(38,597)
(38,597)
Balance at 31 March 2023
300
(155,123)
(154,823)
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
(405,287)
(405,287)
Balance at 31 March 2024
300
(560,410)
(560,110)
Z CHA Holdco Ltd
Notes to the Financial Statements
For the year ended 31 March 2024
Page 3
1
Accounting policies
Company information
Z CHA Holdco Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 53-59 Chandos Place, London, WC2N 4HS.
1.1
Accounting convention
These financial statements have been prepared in accordance with Section 1A of 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 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 pound.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Z CHA Holdco Ltd is a wholly owned subsidiary of Z Group Topco Ltd and the results of Z CHA Holdco Ltd are included in the consolidated financial statements of Z Group Topco Ltd which are available from Companies House.
Z CHA Holdco Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 4
1.2
Going concern
The Company made a loss for the year of £405,287 (2023: £38,597) and had net liabilities at the reporting date of £560,110 (2023: £154,823).
The Group, of which this Company is a part, has continued to trade at exceptionally high levels of occupancy with the annual rate of occupancy running at 99% at the balance sheet date. ARR continues on a growth trajectory and measures to control costs have taken an annualised £2m out of the cost base. Upgrades to core systems and revenue management improvements are contributing towards increases in ARR, whilst discussions over refinancing and asset optimisation are progressing positively.
The Group has loans totalling £104.1m of which £4.3m is repayable on demand at the balance sheet date and £82m is repayable within 12 months of the date of approval of these financial statements. Of the remaining amounts, £14.3m is repayable in May 2028 and £4m repayable in July 2027. The Group has obtained a letter confirming that £4m of the amounts repayable on demand will not be recalled within at least 12 months of the date of approval of these financial statements.
The directors have drawn up cash flow forecasts for the Group which extend to March 2026 to assess its ability to continue as a going concern. Should the Group loans of £86.3m be called for repayment, there is unlikely to be sufficient headroom available without either refinancing the loans or renegotiating the terms and conditions of the loans.
These factors indicate the existence of material uncertainties which may cast significant doubt on the Group's and therefore the Company’s ability to continue as a going concern. While there can be no certainty over the assumptions made in preparing the cash flow forecast, the directors have prepared the financial statements on a going concern basis as they have a reasonable expectation that, if required, either refinancing will be available to the group or that the terms of the group’s loans can be renegotiated such that repayments can be managed in a reasonable way.
The financial statements do not contain any adjustments that would arise if the Company were unable to continue as a going concern.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Cash at bank and in hand
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks.
1.5
Financial instruments
The company only has financial instruments classified as basic and measured at amortised cost. The company has no financial instruments that are classified as 'other' or financial instruments at fair value.
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.
Z CHA Holdco Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 5
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
3
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
400
400
4
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Z CHA Holdco Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
4
Subsidiaries
(Continued)
Page 6
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Z OpCo Limited
1
Property development
Ordinary
100.00
Z Hotels Trafalgar Limited
1
Hotel operator
Ordinary
100.00
Z Chandos Place Limited
1
Property development
Ordinary
100.00
Z PropCo II Limited
1
Property development
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
1
53-59 Chandos Place, London, WC2N 4HS
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
42,229,263
43,352,768
6
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
920,751
43,166,262
Amounts owed to group undertakings
403,035
Accruals and deferred income
41,922
341,829
1,365,708
43,508,091
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
41,424,165
Z CHA Holdco Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
7
Creditors: amounts falling due after more than one year
(Continued)
Page 7
Bank loans comprise a bank loan and an RLS loan.
The bank loan totals £38,782,897 (2023: £39,604,243). It is repayable in quarterly instalments and is secured by way of a charge over all assets of the company and its subsidiaries. Interest is charged at the Bank of England Base Rate (subject to a minimum rate of 0.80%) plus a margin of 5%.
The RLS loan totals £3,562,019 (2023: £3,562,019) and is repayable in full and is secured by way of a charge over all assets of the company and its subsidiaries. Interest is charged at the Bank of England Base Rate (subject to a minimum of 0.80%) plus a margin of 6.07%.
At the balance sheet date the loans were wholly repayable in October 2025.
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
300
300
300
300
9
Financial commitments, guarantees and contingent liabilities
A composite cross guarantee structure exists between Z CHA HoldCo Limited, Z Hotels Trafalgar Limited, Z OpCo Limited, Z PropCo II Limited, Z Hotels Green MGT Limited and Z Chandos Place Limited. The aggregate amount outstanding under these agreements at the balance sheet date was £40,447,386 (2021: £40,447,386).
10
Related party transactions
As a wholly owned subsidiary of Z Hotels Group Limited, advantage has been taken of the exemption in FRS 102 (section 33) "Related Party Disclosure" in respect of the disclosures of transactions and balances with other wholly owned group undertakings as consolidated financial statements including the company are prepared.
No key management received remuneration from the company during the year or the prior year.
Z CHA Holdco Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 8
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Katherine Edwards and the auditor was Moore Kingston Smith LLP.
12
Parent company
The immediate parent company is Z Hotels Trading GB Limited. The ultimate controlling party is Z Group Topco Limited.
The smallest and largest group of undertakings for which group accounts have been drawn up is headed by Z Group Topco Limited. Copies of the group financial statements can be obtained from Companies House.