ZX Ventures Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company registration number 03023279 (England and Wales)
ZX Ventures Limited
Company Information
Directors
J Pellaud
C M Sibthorp
A K Logan
N Faase
(Appointed 1 February 2024)
Company number
03023279
Registered office
Bureau
90 Fetter Lane
London
EC4A 1EN
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
ZX Ventures Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 28
ZX Ventures Limited
Strategic Report
For the year ended 31 December 2024
Page 1

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

The loss after tax for the financial year of £6,485k (2023: £92,324k) has been transferred to reserves, with profit and loss reserves now amounting to a deficit of £51,461k (2023: £44,976k). The company continued to act as a holding and financing company for its subsidiary businesses.

 

On 9 July 2024, the Company sold 100% of its wholly owned subsidiary, Atom Supplies Limited. Following optimisation of the group structure, the intercompany loan facility was converted into a 5 year loan amounting to £12,500k. The interest is calculated at the floating rate of 3 month term SONIA plus a margin of 4%. The interest will be capitalised during the term of the loan and repaid on maturity.

 

The company recognised an impairment loss of £5,740k in the current period to reflect an impairment of investment in subsidiaries (2023: £109,815k to reflect an impairment of investment in subsidiaries and amounts owed by fellow group undertakings). Given the uncertainty in the estimation of the impairment, the financial effect may reduce in the future with the reversal of losses recognised in the financial statements. Additional consideration of the impact is disclosed in Note 10 Investments and Note 12 Trade and other receivables.

 

The operating performance of the Company during the year, including the impairment charge and the sale of Atom Supplies Limited, has been reviewed by the Directors.

Principal risks and uncertainties

The management of the business and the execution of the Company's strategy are subject to several risks. The key business risks and uncertainties affecting the Company are considered to relate to the performance of investments due to declining consumption and the rise of commodity prices. The Company is responding to these risks in many ways, including focusing on innovation and cost reduction in the investments.

Financial risk management objectives and policies

Credit risk

Credit risk on external loans is monitored through continuous assessment of the borrower's financial health, including adherence to loan terms, as well as by evaluating external factors like economic conditions and regulatory changes that might impact their ability to repay.

 

Interest rate risk

The Company has fixed interest-bearing intercompany liabilities. No material exposure is considered to exist regarding changes in interest rates.

 

Financial risk management

The Company’s operations expose it to a variety of financial risks that include the impairment of investments and the fulfilment of the Company's contingent considerations. To manage financial risks, the Company has a policy of monitoring the performance of its investments and cash flows on a regular basis. The Company is a subsidiary of AB INBEV NV/SA Group (further referred as to "Group") and cash funds of the Group are managed at Group level. Interest is received and paid by the Company on certain loans with other Group companies.

Key performance indicators

Given the straightforward nature of the business, the Company’s Directors are of the opinion that analysis using KPIs is not necessary for understanding of the development, performance or position of the business.

 

The Directors review the performance of the Company’s investments on an ongoing basis.

ZX Ventures Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Going concern

Based on forecasts and current level of activity in the business, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

 

In addition, ABI UK Holding 1 Limited, an intermediate parent company of ZX Ventures Limited, has provided the Company with an undertaking that for at least twelve months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the Company to enable the Company to continue in operational existence for the foreseeable future. As with any Company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that the support will continue, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006

The Directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, as set out in section 172 of the Companies Act 2006.

 

In doing so, the Directors must have regard (among other matters) to:

 

The Directors have regard to the above factors as follows:

 

On behalf of the board

A K Logan
Director
11 June 2025
ZX Ventures Limited
Directors' Report
For the year ended 31 December 2024
Page 3

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

Principal activities

The principal activity of the entity is as a holding company and financing company for its subsidiary undertakings within the Anheuser-Busch InBev SA/NV Group (“the Group”).

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

J Pellaud
C M Sibthorp
A K Logan
A Straetemans
(Resigned 31 January 2024)
N Faase
(Appointed 1 February 2024)
Qualifying third party indemnity provisions

As at the date of this report and during the year, indemnities are in force under which AB InBev S.A, a fellow AB InBev group company, has agreed to indemnify the directors of the company, to the extent permitted by law and the company's Articles of Association, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as directors of the company. These indemnities meet the definition of a qualifying third party indemnity provision.

Future developments

No significant change of the business is expected for the Company in foreseeable future. The principal activity of the Company is to act as a holding company for the various subsidiaries within the Anheuser-Bush InBev SA/NV Group.

Auditor

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

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Strategic report

The company has chosen in accordance with the Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk management.

ZX Ventures Limited
Directors' Report (Continued)
For the year ended 31 December 2024
Page 4
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.

On behalf of the board
A K Logan
Director
11 June 2025
ZX Ventures Limited
Directors' Responsibilities Statement
For the year ended 31 December 2024
Page 5

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.

ZX Ventures Limited
Independent Auditor's Report
To the Members of ZX Ventures Limited
Page 6
Opinion

We have audited the financial statements of ZX Ventures Limited (the 'company') for the year ended 31 December 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 FRS 101 'Reduced Disclosure Framework' (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 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 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.

ZX Ventures Limited
Independent Auditor's Report (Continued)
To the Members of ZX Ventures Limited
Page 7

Opinions 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 Strategic Report or the Directors' Report.

 

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

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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.

ZX Ventures Limited
Independent Auditor's Report (Continued)
To the Members of ZX Ventures Limited
Page 8
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

ZX Ventures Limited
Independent Auditor's Report (Continued)
To the Members of ZX Ventures Limited
Page 9

Explanation as to what extent the audit was considered 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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

ZX Ventures Limited
Independent Auditor's Report (Continued)
To the Members of ZX Ventures Limited
Page 10

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.

Daniel Lever (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
11 June 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
ZX Ventures Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
Page 11
2024
2023
Notes
£'000
£'000
Administrative expenses
(572)
(23)
Other operating income
-
0
292
Impairment losses
10, 12
(3,766)
(109,815)
Operating loss
3
(4,338)
(109,546)
Investment income
6
1,427
20,453
Finance costs
7
(3,411)
(2,693)
Loss on deferred consideration revaluation
7
-
(553)
Loss before taxation
(6,322)
(92,339)
Tax on loss
8
(163)
15
Loss and total comprehensive income for the financial year
(6,485)
(92,324)

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

The notes on pages 14 to 28 form part of these financial statements.

ZX Ventures Limited
Statement Of Financial Position
As at 31 December 2024
Page 12
2024
2023
Notes
£'000
£'000
£'000
£'000
Non-current assets
Property, plant and equipment
9
319
425
Investments
10
106,315
114,928
106,634
115,353
Current assets
Trade and other receivables falling due after more than one year
12
13,064
12,663
Trade and other receivables falling due within one year
12
552
554
Cash and cash equivalents
122
125
13,738
13,342
Current liabilities
13
(29,295)
(16,735)
Net current liabilities
(15,557)
(3,393)
Total assets less current liabilities
91,077
111,960
Non-current liabilities
13
(39,705)
(39,783)
Provisions for liabilities
Other provisions
18
-
0
(14,320)
Net assets
51,372
57,857
Equity
Called up share capital
19
85,692
85,692
Share premium account
20
17,141
17,141
Retained earnings
(51,461)
(44,976)
Total equity
51,372
57,857

The notes on pages 14 to 28 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 11 June 2025 and are signed on its behalf by:
A K Logan
Director
Company Registration No. 03023279
ZX Ventures Limited
Statement of Changes in Equity
For the year ended 31 December 2024
Page 13
Share capital
Share premium account
Retained earnings
Total
Notes
£'000
£'000
£'000
£'000
Balance at 1 January 2023
85,692
-
47,348
133,040
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(92,324)
(92,324)
Issue of share capital
19
-
0
17,141
-
17,141
Balance at 31 December 2023
85,692
17,141
(44,976)
57,857
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(6,485)
(6,485)
Balance at 31 December 2024
85,692
17,141
(51,461)
51,372

The notes on pages 14 to 28 form part of these financial statements.

ZX Ventures Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 14
1
Accounting policies
Company information

ZX Ventures Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bureau, 90 Fetter Lane, London, EC4A 1EN.

 

The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 £'000.

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

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

 

 

Where required, equivalent disclosures are given in the group accounts of Anheuser Busch InBev SA/NV. The group accounts of Anheuser Busch InBev SA/NV are available to the public and can be obtained as set out in note 21.

The company has taken advantage of the exemption under section 401 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.

1.2
Going concern

The loss after tax for the financial year of true£6,485k (2023: £92,324k) has been transferred to reserves, with profit and loss reserves now amounting to a deficit of £51,461k (2023: £44,976k).

 

However, the directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

 

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 15

In addition, ABI UK Holding 1 Limited, an intermediate parent company of ZX Ventures Limited, has provided the Company with an undertaking that for at least twelve months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the Company to enable the Company to continue in operational existence for the foreseeable future. As with any Company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that the support will continue, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

1.3
Income from shares in group undertakings

Income from shares in group undertakings is recognised when the right to receive payment is established.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Right-of-use assets property
From the lease commencement date over the lease term
Fixtures and fittings
2 - 10 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.5
Non-current investments

Interests in subsidiaries and associates 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

1.6
Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets and investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 16

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents include deposits held at call with banks.

1.8
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

 

Interest income is recognised in the statement of comprehensive income using the effective interest method.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.9
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments.

Other financial liabilities

Other financial liabilities, including borrowings and amounts owed to fellow group undertakings, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

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

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.10
Equity instruments

Ordinary shares are classified as equity. Ordinary shares issued by the company are recorded at the par value of the shares. Share premium represents the difference between the par value of the ordinary shares and proceeds received, net of direct issue costs.

 

Dividends payable on ordinary shares are recognised as liabilities once they are no longer at the discretion of the company.

1.11
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 income statement 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.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.

1.12
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Contingent consideration is recognised at fair value at the date of acquisition. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depend on how the contingent consideration is classified. Where contingent consideration is classified as a liability it is remeasured at subsequent reporting dates in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets with the corresponding gain or loss being recognised in profit or loss.

1.13
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 19

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
2
Critical accounting estimates and judgements
(Continued)
Page 20
Key sources of estimation uncertainty
Investments in subsidiaries and associates

The company prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years. The growth in the sales volumes year on year is based on the investee being able to leverage the competencies of the AB InBev group. The rate used to discount the forecast cash flows from the investment is between 7.6% and 9.4% (2023: between 6.9% and 9.0%) and long-term growth rate of between 1.1% and 2.6% (2023: between 2.5% and 3.6%).

 

In the sensitivity analysis performed by management during the annual impairment testing in 2024, an adverse change of 1% in discount rate would not cause a cash-generating unit’s carrying amount to exceed its recoverable amount except for Birra del Borgo which would result in a negative headroom of £500k. An adverse change of 1% in terminal growth rate would result in a negative headroom of £347k in Birra del Borgo only.

 

While a change in the estimates used could have a material impact on the calculation of the fair values and trigger an impairment charge, the company, based on the sensitivity analysis performed, is not aware of any reasonably possible change in a key assumption used that would cause an investment's carrying amount to materially exceed its recoverable amount.

 

Although management believes that its judgments, assumptions and estimates are appropriate, actual results may differ from these estimates under different assumptions or market or macro-economic conditions.

 

An impairment charge of £5,740k (2023: £82,271k) has been recognised during the year and recorded in the statement of comprehensive income within "impairment losses".

3
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£'000
£'000
Exchange gains
(1)
(131)
Depreciation of property, plant and equipment
106
128
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
52
49
For other services
Other services
5
5
ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 21
5
Employees

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

2024
2023
Number
Number
Total
-
0
-
0

None of the company's directors received remuneration from the company during the current or prior year. The directors acting during the year were remunerated by other AB InBev group companies. The services to this company and to a number of fellow subsidiaries are of a non-executive nature and their emoluments are deemed to be wholly attributable to their services to other group companies. Accordingly, no further emoluments details are disclosed in these financial statements.

6
Investment income
2024
2023
£'000
£'000
Interest income
Interest receivable from group companies
885
1,486
Other interest income
542
-
0
Total interest revenue
1,427
1,486
Income from fixed asset investments
Income from shares in group undertakings
-
0
18,967
Total income
1,427
20,453
7
Finance costs
2024
2023
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
3,281
2,132
Interest on lease liabilities
130
(32)
Other finance costs:
Unwinding of discount on provisions
-
593
Total finance costs
3,411
2,693
ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 22
8
Taxation
2024
2023
£'000
£'000
Deferred tax
Origination and reversal of temporary differences
(8)
(12)
Prior year adjustment
171
(3)
163
(15)

Factors affecting tax charge for the year

 

From 1 April 2023, the main corporation tax rate in the UK was increased to 25% from 19%. There has been no change to corporation tax rate for the year ended 31 December 2024. For the year ended 31 December 2024 the weighted average tax rate is 25% (2023: 23.5%). The differences are explained below:

 

2024
2023
£'000
£'000
Loss before taxation
(6,322)
(92,339)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 23.52%)
(1,581)
(21,718)
Effect of expenses not deductible in determining taxable profit
970
26,093
Income not taxable
-
0
(4,457)
Adjustment in respect of prior years
171
(3)
Group relief
603
70
Taxation charge/(credit) for the year
163
(15)
ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 23
9
Property, plant and equipment
Right-of-use assets property
Fixtures and fittings
Total
£'000
£'000
£'000
Cost
At 1 January 2024
1,178
216
1,394
Disposals
(411)
-
0
(411)
At 31 December 2024
767
216
983
Accumulated depreciation and impairment
At 1 January 2024
797
172
969
Charge for the year
75
31
106
Eliminated on disposal
(411)
-
0
(411)
At 31 December 2024
461
203
664
Carrying amount
At 31 December 2024
306
13
319
At 31 December 2023
381
44
425
10
Investments
Current
Non-current
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Investments in subsidiaries
-
-
106,315
114,491
Investments in associates
-
-
-
437
-
0
-
0
106,315
114,928
ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
10
Investments
(Continued)
Page 24
Movements in non-current investments
Shares in subsidiaries and associates
£'000
Cost or valuation
At 1 January 2024 (as restated*)
280,799
Disposals
(110,303)
At 31 December 2024
170,496
Impairment
At 1 January 2024 (as restated*)
(165,871)
Impairment losses
(5,740)
Disposals
107,430
At 31 December 2024
(64,181)
Carrying amount
At 31 December 2024
106,315
At 31 December 2023
114,928

On 29 March 2024, the Company sold its minority share in Impression Beverages Limited for £1.

 

On 9 July 2024, the Company sold 100% of its wholly owned subsidiary, Atom Supplies Limited, following a decision to streamline the Company's investment portfolio and to focus on its core markets.

 

During the year, the recoverable amount of the company's investment in Birra del Borgo at 31 December 2024 was assessed as being lower than its carrying value. An impairment charge of £5,740k has been recognised to reduce the carrying value of the investment to its recoverable amount.

 

*Both cost and impairment at 1 January 2024 have been restated by £172,173k to reflect the derecognition of Camden Town Brewery Ltd, Camden Public House Ltd and Camden Brewing Group Ltd which were dissolved and struck off the register in January 2023. There was no net impact on the non-current investments balance.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
PerfectDraft UK Ltd
1
Ordinary
100.00
Birra del Borgo Srl
2
Ordinary
100.00
PerfectDraft Europe SAS
3
Ordinary
100.00

Registered office addresses:

1
Bureau, Fetter Lane, London, UK, EC4A 1EN
2
00146 Roma (RM), Via Silvestro Gheradi 19/A
3
132 Rue Du Chemin Vert, 59273 Fretin

The investment in subsidiaries is stated at cost less impairment.

12
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Trade receivables
391
342
-
-
VAT recoverable
-
48
-
-
Amounts owed by fellow group undertakings
-
0
-
0
-
0
12,500
Other receivables
161
164
13,064
-
552
554
13,064
12,500
Deferred tax asset
-
-
-
163
552
554
13,064
12,663

Following optimisation of the group structure, the intercompany loan facility was converted into a 5 year loan amounting to £12,500k. The interest is calculated at the floating rate of 3 month term SONIA plus a margin of 4%. The interest will be capitalised during the term of the loan and repaid on maturity.

 

During the year, the company reassessed the recoverability of amounts due from group undertakings resulting in the reversal of previously recognised impairment losses amounting to £1,974k. This reversal has been recorded in the statement of comprehensive income under 'impairment losses'.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 26
13
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Borrowings
14
-
0
-
0
39,500
39,500
Trade and other payables
15
29,159
16,647
-
0
-
0
Taxation and social security
48
-
-
-
Lease liabilities
16
88
88
205
283
29,295
16,735
39,705
39,783
14
Borrowings
Non-current
2024
2023
£'000
£'000
Borrowings held at amortised cost:
Loans from fellow group undertakings
39,500
39,500

At the reporting date, £39,500k was due to Nimbuspath Limited. The outstanding balance is unsecured and subject to a fixed rate of 6.09%. The loan is due to be repaid on 29 November 2026. Interest accrued on the loan is repaid by the company on a quarterly basis.

15
Trade and other payables
2024
2023
£'000
£'000
Amounts owed to fellow group undertakings
28,236
16,647
Other payables
923
-
29,159
16,647

All amounts owed to group undertakings are due to fellow group subsidiaries and are unsecured, non-interest bearing and have no fixed repayment date.

16
Lease liabilities
2024
2023
Maturity analysis
£'000
£'000
Within one year
88
88
In two to five years
220
307
Total undiscounted liabilities
308
395
Future finance charges and other adjustments
(15)
(24)
Lease liabilities in the financial statements
293
371
ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
16
Lease liabilities
(Continued)
Page 27

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
2023
£'000
£'000
Current liabilities
88
88
Non-current liabilities
205
283
293
371
2024
2023
Amounts recognised in profit or loss include the following:
£'000
£'000
Interest on lease liabilities
130
(32)
17
Deferred taxation
ACAs
£'000
Asset at 1 January 2023
(148)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(15)
Asset at 1 January 2024
(163)
Deferred tax movements in current year
Charge/(credit) to profit or loss
163
Liability at 31 December 2024
-

No deferred tax asset has been recognised in respect of tax losses amounting to £410k (2023: £8,041k) as the timing of the future economic benefit from these losses should they be relieved to the group isn't known with certainty.

The OECD Pillar Two model rules, establishing a global minimum effective tax rate of 15%, have been enacted in the United Kingdom. This legislation introduced both a domestic top-up tax and a multinational top-up tax, effective for periods commencing on or after 31 December 2023. The Company does not have any related current tax exposure.

 

The company also applies the exception to the requirement to recognise and disclose information about deferred tax assets and liabilities related to Pillar two income taxes, in line with paragraph 88A of IAS12.

ZX Ventures Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 28
18
Provisions for liabilities
2024
2023
£'000
£'000
Contingent consideration
-
14,320

The provision for contingent consideration is held to reflect amounts payable to the vendors of the company's investments at a future date and is based on the financial and operating performance of the entity, as detailed in the acquisition agreements.

 

Following the sale of Atom Supplies Limited on 9 July 2024, the Company finalised the contingent consideration to be paid to the original vendors of the investment of which £923k is outstanding and included in current liabilities within other payables.

19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
85,691,915
85,691,915
85,692
85,692

The Company has one class of Ordinary share which is entitled to one vote in any circumstance.

 

Each share is entitled pari passu to dividend payments or any other distribution, and to participate in a distribution arising from a winding up of the Company.

20
Share premium account
2024
2023
£'000
£'000
At the beginning of the year
17,141
-
Issue of new shares
-
17,141
At the end of the year
17,141
17,141
21
Controlling party

The immediate parent undertaking as at 31 December 2024 was ABI UK Holding 1 Limited, a company incorporated in England and Wales. The ultimate parent undertaking and controlling party was Anheuser Busch InBev SA/NV, a company incorporated in Leuven, Belgium.

The largest and smallest group to consolidate these financial statements is Anheuser Busch InBev SA/NV, a company incorporated in Leuven, Belgium. Copies of Anheuser Busch InBev SA/NV consolidated financial statements can be obtained from AB InBev NV, Brouwerijplein 1, B 3000 Leuven, Belgium.

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