Company Registration No. 14171763 (England and Wales)
ZERO MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
PAGES FOR FILING WITH REGISTRAR
Affinia
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
ZERO MIDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 6
ZERO MIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
30 September 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
6
1
1
Current assets
Debtors
8
20,555,355
12,114,680
Cash at bank and in hand
83
15
20,555,438
12,114,695
Creditors: amounts falling due within one year
9
(8,431,302)
(12,149,138)
Net current assets/(liabilities)
12,124,136
(34,443)
Total assets less current liabilities
12,124,137
(34,442)
Creditors: amounts falling due after more than one year
10
(13,533,336)
-
Net liabilities
(1,409,199)
(34,442)
Capital and reserves
Called up share capital
11
1
1
Profit and loss reserves
(1,409,200)
(34,443)
Total equity
(1,409,199)
(34,442)

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 19 June 2025 and are signed on its behalf by:
O Harris
G Mullan
Director
Director
Company registration number 14171763 (England and Wales)
ZERO MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
1
Accounting policies
Company information

Zero Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Thameside House, Hurst Road, East Molesey, Surrey, United Kingdom, KT8 9AY.

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 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.

 

Zero Midco Limited is a wholly owned subsidiary of Zero Topco Limited and the results of Zero Midco Limited are included in the consolidated financial statements of Zero Topco Limited which are available from the company's registered office.

These financial statements of Zero MidCo Limited are consolidated in the financial statements of Zero Topco Limited.

 

The financial statement of Zero Topco Limited may be obtained from the company's registered office.

1.2
Going concern

The company is in a net current liability position of £true1,409,199 at the balance sheet date, which includes £7,960,238 owing to connected companies.

 

The directors have considered the forecasted future operations of the company and that the ultimate parent

undertaking has confirmed to provide continuing financial support to the company, and have concluded that

the company will have adequate resources to continue in business for the foreseeable future, being at least

12 months from the date of approval of these financial statements. The directors continue to adopt the going

concern basis of accounting in preparing these financial statements.

1.3
Fixed asset investments

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

 

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

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.

ZERO MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

ZERO MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Auditor's remuneration
14/06/2022
2024
- 30/09/2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
2,500
-
0

Auditors' remuneration has been borne by a fellow group undertaking in the prior year.

4
Employees

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

2024
2023
Number
Number
Total
2
2
5
Directors' remuneration

No remuneration was paid to directors from this company, however remuneration was paid by other members of the group.

6
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
1
1
ZERO MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -
7
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Sky Care Homes Limited
England
Ordinary
100.00
-
Zero Three Care Homes LLP
England
Share of membership
0.01
99.99
SAS Support & Solutions Limited
England
Ordinary
0
100.00
SAS Homecare Limited
England
Ordinary
0
100.00

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

 

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

8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
20,388,304
12,114,680
Prepayments
167,051
-
0
20,555,355
12,114,680
9
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
466,664
-
0
Amounts owed to group undertakings
7,960,238
12,149,138
Taxation and social security
200
-
0
Accruals and deferred income
4,200
-
0
8,431,302
12,149,138
10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
13,533,336
-
0

At the statement of financial position date, Shawbrook Bank Limited held a fixed and floating charge dated 30 January 2024 over all the property or undertaking of the company.

ZERO MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -
11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
12
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 is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Shaun Roberts
Statutory Auditor:
Affinia (Colchester)
Date of audit report:
19 June 2025
13
Financial commitments, guarantees and contingent liabilities

The company is bound by an intra-group guarantee in respect of bank debt with other members of the group headed by its immediate parent company Zero Topco Limited.

 

The amount of the financial guarantee contract is £14,000,000.

14
Parent company

The company's immediate parent is Zero Topco Limited, incorporated in England and Wales.

 

The ultimate parent is Zero Topco Limited, incorporated in England and Wales.

The ultimate controlling party is Montreux Fixed Yield Holding Company.

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