Company registration number 14170265 (England and Wales)
ZERO TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Affinia
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
ZERO TOPCO LIMITED
COMPANY INFORMATION
Directors
O Harris
G Mullan
(Appointed 1 October 2024)
Company number
14170265
Registered office
Thameside House
Hurst Road
East Molesey
Surrey
United Kingdom
KT8 9AY
Auditor
Affinia (Colchester)
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
ZERO TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group statement of financial position
12
Company statement of financial position
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 40
ZERO TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -

The directors present their strategic report for the year to 30 September 2024.

Principal activities

The principal activity of the group continued to be that of a care provider.

Business overview

Zero Topco Limited and its subsidiaries (“the Group”), provide high quality care and support services to adults across the South-East of the UK, including those with learning disabilities, autism and complex care needs. The Group is committed to person-centred care that enables individuals to live independently with dignity and respect.

The Groups services include supported living and residential care homes. The companies providing the care within the Group are regulated by the Care Quality Commission (CQC) and all services are delivered in line with applicable statutory requirements and best practice standards.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £14,629,748 and an operating profit of £943,853. At 30 September 2024 the Group had net current assets of £6,100,430. The directors consider the performance for the year and the financial position at the year-end to be satisfactory.

Principal risks and uncertainties

The management of the business and the execution of the Group's strategy are subject to a number of risks. The adult social care sector continues to face challenges. Key risks identified include:

 

The availability of qualified care staff remains constrained. The Group has responded with improved recruitment practices and enhanced training. The Group also believes that the political importance of the sector means that the government will ensure that providers retain access to a supply of labour from outside the UK, including post Brexit

 

As a regulated provider, compliance with CQC standards is essential. The Group maintains robust quality governance to mitigate this.

 

Rising wage and wider inflationary pressures present a financial risk. The Group continues to pursue efficiencies and engage with commissioners on fair contract pricing.

Objectives and policies

The Group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The board constantly monitors the Group's trading results and revises projections as appropriate to ensure that the Group can meet its future obligations as they fall due.

 

Price risk, credit risk, liquidity risk and cash flow risk

The Group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. Cash flow, performance and key indicator reporting are measured under agreed covenant means testing and reported at the end of each quarter period.

Section 172(1) statement

The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Directors have considered the long-term strategy of the of the Group to generate value for the shareholder by providing high quality residential and supported living care services and consider that this strategy will continue to deliver long term success to the Group and its stakeholders.

The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the Group. The main stakeholders in the Company are considered to be the ultimate shareholders, employees, suppliers and customers. Their importance to the business is considered below.

ZERO TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -

The Group is committed to maintaining an excellent reputation and strives to achieve high standards. Our relationships with our suppliers, employees and customers are all interlinked in that by treating our suppliers fairly and having the right suppliers ensures that our staff are able to operate in a conducive environment while ensuring customers’ needs are met. By ensuring that we have the correct suppliers supplying the right quality of goods or services, coupled with quality staff working in optimal environments, we can ensure that service offered to our customers is of a high quality and standard resulting in continued support in our business. Each of these combined ultimately aims to result in a sustainable business and continued return for our shareholder.

The Group is regulated by the CQC who perform inspections at least once every 5 years however, the CQC could inspect any provider at any point in time irrespective of rating and inspections are almost always unannounced. In order to maintain acceptable levels and standards of care, we continually monitor our care levels in order to ensure that we maintain a high level of service and care at all times. During the year, the Group had 1 inspection. The Directors recognise the importance of continuous improvements and as such, the company continues its efforts to provide a high level of service and care at all times.

On behalf of the board

O Harris
Director
19 June 2025
ZERO TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 30 September 2024.

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 any dividends for the reporting period.

 

Directors

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

O Harris
P A Evans
(Appointed 1 December 2023 and resigned 28 October 2024)
G Mullan
(Appointed 1 October 2024)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

Affinia Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

The group has followed the 2019 HM Government Environmental Reporting Guidelines in reporting for all large entities within the group. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

 

The annual reporting period below relates to the year to 30 September 2024.

 

Where we have not included any data for the previous period these amounts are unquantified as the data was not available at that time. The energy use and associated greenhouse gas emissions are for those assets owned or operated within UK only. This includes 10 care homes and 1 head office.

ZERO TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -
2024
Energy consumption
kWh
Aggregate of energy consumption in the year
- Gas combustion
338,025
- Electricity purchased
93,438
- Fuel consumed for transport
373,094
804,557
2024
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
70.97
- Fuel consumed for owned transport
89.24
160.21
Scope 2 - indirect emissions
- Electricity purchased
19.35
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
6.47
Total gross emissions
186.03
Intensity ratio
Toner CO2e per £million
127.63
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £million, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The group has implemented the policies below for the purpose of increasing the businesses energy efficiency in the current reported financial period:

 

• Improved video conferencing availability and encouragement of its use;

• Reduced emissions & travel costs by reducing non-essential face to face meetings with customers & suppliers.

 

Our goal is to actively start implementing projects to improve our energy and carbon efficiency. For the current year, we have collated the data, noted above, and will now look to develop ways to improve energy efficiency by

continuing to research methods to increase our carbon efficiency.

ZERO TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -
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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
O Harris
G Mullan
Director
Director
19 June 2025
ZERO TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -

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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ZERO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ZERO TOPCO LIMITED
- 7 -
Opinion

We have audited the financial statements of Zero Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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.

Opinions on other matters prescribed by the Companies Act 2006

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

ZERO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZERO TOPCO LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

There are inherent limitations in our audit procedures described below. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

ZERO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZERO TOPCO LIMITED
- 9 -

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

 

 

 

 

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

 

 

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

 

 

 

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ZERO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZERO TOPCO LIMITED
- 10 -

Other matters which we are required to address

The financial statements of the following group companies were not audited for the period ended 17 August 2023:

 

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.

Shaun Roberts
For and on behalf of
19 June 2025
Affinia (Colchester)
Chartered Accountants
Statutory Auditor
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
ZERO TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 11 -
Year
ended
30 September
14/06/2022
2024
- 30/09/2023
Notes
£
£
Turnover
3
14,629,748
7,142,595
Cost of sales
(8,386,993)
(4,497,026)
Gross profit
6,242,755
2,645,569
Administrative expenses
(5,382,062)
(2,362,957)
Other operating income
83,160
12,841
Operating profit
4
943,853
295,453
Interest receivable and similar income
8
329,878
7,020
Interest payable and similar expenses
9
(3,388,915)
(1,385,903)
Amounts written off investments
10
(1,032,971)
-
Fair value gains and losses on investment properties
14
1,375,000
-
0
Loss before taxation
(1,773,155)
(1,083,430)
Tax on loss
11
(504,850)
-
0
Loss for the financial year
(2,278,005)
(1,083,430)
Loss for the financial year is all attributable to the owners of the parent company.
ZERO TOPCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
30 SEPTEMBER 2024
30 September 2024
- 12 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
12
4,295,704
4,798,928
Tangible assets
13
25,476,075
23,356,523
Investment property
14
2,850,000
1,475,000
Investments
15
1
-
0
32,621,780
29,630,451
Current assets
Debtors falling due after more than one year
17
5,328,390
5,000,000
Debtors falling due within one year
17
1,466,876
853,423
Cash at bank and in hand
1,217,543
2,940,415
8,012,809
8,793,838
Creditors: amounts falling due within one year
18
(1,912,379)
(6,102,332)
Net current assets
6,100,430
2,691,506
Total assets less current liabilities
38,722,210
32,321,957
Creditors: amounts falling due after more than one year
19
(41,489,368)
(33,166,293)
Provisions for liabilities
Deferred tax liability
22
494,277
139,094
(494,277)
(139,094)
Net liabilities
(3,261,435)
(983,430)
Capital and reserves
Called up share capital
24
1,000
1,000
Share premium account
99,000
99,000
Profit and loss reserves
(3,361,435)
(1,083,430)
Total equity
(3,261,435)
(983,430)
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:
19 June 2025
O Harris
G Mullan
Director
Director
Company registration number 14170265 (England and Wales)
ZERO TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
30 September 2024
- 13 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
15
2
1
Current assets
Debtors falling due after more than one year
17
5,328,390
5,000,000
Debtors falling due within one year
17
8,433,776
12,205,075
Cash at bank and in hand
1,100,746
2,000,706
14,862,912
19,205,781
Creditors: amounts falling due within one year
18
(9,950)
(4,500,000)
Net current assets
14,852,962
14,705,781
Total assets less current liabilities
14,852,964
14,705,782
Creditors: amounts falling due after more than one year
19
(19,034,127)
(15,721,997)
Net liabilities
(4,181,163)
(1,016,215)
Capital and reserves
Called up share capital
24
1,000
1,000
Share premium account
99,000
99,000
Profit and loss reserves
(4,281,163)
(1,116,215)
Total equity
(4,181,163)
(1,016,215)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,164,948 (2023 - £1,116,215 loss).

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

The financial statements were approved by the board of directors and authorised for issue on 19 June 2025 and are signed on its behalf by:
19 June 2025
O Harris
G Mullan
Director
Director
Company registration number 14170265 (England and Wales)
ZERO TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 30 September 2023:
Balance at 14 June 2022
-
0
-
0
-
0
-
Period ended 30 September 2023:
Loss and total comprehensive income
-
-
(1,083,430)
(1,083,430)
Issue of share capital
24
1,000
99,000
-
100,000
Balance at 30 September 2023
1,000
99,000
(1,083,430)
(983,430)
Year ended 30 September 2024:
Loss and total comprehensive income
-
-
(2,278,005)
(2,278,005)
Balance at 30 September 2024
1,000
99,000
(3,361,435)
(3,261,435)
ZERO TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 14 June 2022
-
0
-
0
-
0
-
Period ended 30 September 2023:
Loss and total comprehensive income for the period
-
-
(1,116,215)
(1,116,215)
Issue of share capital
24
1,000
99,000
-
100,000
Balance at 30 September 2023
1,000
99,000
(1,116,215)
(1,016,215)
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
(3,164,948)
(3,164,948)
Balance at 30 September 2024
1,000
99,000
(4,281,163)
(4,181,163)
ZERO TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 16 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,051,608
1,068,483
Interest paid
-
(201,398)
Income taxes paid
(24,290)
-
Net cash inflow from operating activities
1,027,318
867,085
Investing activities
Purchase of tangible fixed assets
(2,434,917)
(1,746,445)
Proceeds from disposal of tangible fixed assets
-
3,112
Purchase of subsidiaries, net of cash acquired
-
(28,177,344)
Interest received
1,488
7,020
Net cash used in investing activities
(2,433,429)
(29,913,657)
Financing activities
Proceeds from issue of shares
-
100,000
Issue of preference shares
-
15,000,000
Proceeds from new bank loans
139,257
8,500,000
Repayment of bank loans
-
(410,978)
Advance of finance leases
-
9,430,814
Payment of finance leases obligations
(111,707)
(13,972)
Interest paid
(344,311)
(618,877)
Net cash (used in)/generated from financing activities
(316,761)
31,986,987
Net (decrease)/increase in cash and cash equivalents
(1,722,872)
2,940,415
Cash and cash equivalents at beginning of year
2,940,415
-
0
Cash and cash equivalents at end of year
1,217,543
2,940,415
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 17 -
1
Accounting policies
Company information

Zero Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Thameside House, Hurst Road, East Molesey, Surrey, United Kingdom, KT8 9AY.

 

The group consists of Zero Topco Limited and all of its subsidiaries. A listing of all its subsidiaries can be found in note 17 of these financial statements.

1.1
Reporting period

The financial statements contain a prior period from 14 June 2022 to the 30 September 2023 due to this being the first period of trade. As such the financial statements presented are not wholly comparable.

1.2
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.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The group has taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Zero Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

The group is in a net current asset position of £6,100,430 at the balance sheet date with net liabilities overall being £3,261,435.

 

At the balance sheet date, £5,801,927 is due to its parents, of which the directors have confirmed in writing will not be recalled to the detriment of the group and for at least 12 months from the date these financial statements are signed.

 

The group has considered the forecasted future operations and that the ultimate parent undertaking has confirmed to provide continuing financial support to the group, and have concluded that the group 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.

 

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services in relation to residential care provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of residential care services is recognised at the point at which those services have been provided to the customer, and invoices are raised in line with the terms of contracts with customers. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.9
Tangible fixed assets

With the exception of freehold property, Tangible fixed assets are initially measured at cost less accumulated depreciation and any impairment losses.

 

Freehold property is stated in the balance sheet at revalued amounts, being the fair value on the date of revaluation less any subsequent depreciation and impairment losses. Revaluations are performed every 4yrs such that the carrying amount does not differ materially from that with could be determined using fair values at the reporting end date. Valuations are made against open markets, last valued on 31 March 2021.

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:

Freehold land and buildings
1% on cost
Plant and equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
Computers
25% reducing balance
Motor vehicles
25% reducing balance

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.

 

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and loss are recognised in profit or loss.

1.10
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.11
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.13
Cash and cash equivalents

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

1.14
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 22 -
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 group 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 23 -
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 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 if, and only if, there is 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.

1.17
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.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 24 -
2
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 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Goodwill measurement

The group makes estimates using reliable data and minimises judgemental aspects where possible. The group makes judgements annually on the recoverability of its cash generating units where goodwill or investments have been recognised to when testing for impairment.

Valuation of land and buildings

Freehold property and improvements are stated at cost, and revalued every 4 years against on an open market basis, by independent professional valuers. Reviews for any triggers of impairment are completed annually. The level of uncertainty in the UK property market has increased the degree of judgment involved in the valuations.

Investment properties

Investment properties are valued annually against on an open market basis, by independent professional valuers. Reviews for any triggers of impairment are completed annually. The level of uncertainty in the UK property market has increased the degree of judgment involved in the valuations.

3
Turnover and other revenue

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

14/06/2022
2024
- 30/09/2023
£
£
Turnover analysed by class of business
Care services
14,629,748
7,142,595
14/06/2022
2024
- 30/09/2023
£
£
Other revenue
Interest income
329,878
7,020
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 25 -
4
Operating profit
14/06/2022
2024
- 30/09/2023
£
£
Operating profit for the year/period is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
299,025
231,293
Loss/(profit) on disposal of tangible fixed assets
2,475
(64,806)
Amortisation of intangible assets
503,224
233,342
Defined contribution pension costs
142,853
64,030
Operating lease charges
37,450
66,374
5
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 group and company
4,750
30,000
Audit of the financial statements of the company's subsidiaries
30,000
24,000
34,750
54,000
For other services
All other non-audit services
15,250
15,500
6
Employees

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

Group
14/06/2022
Company
14/06/2022
2024
- 30/09/2023
2024
- 30/09/2023
Number
Number
Number
Number
Direct labour
334
243
-
-
Direct managers
19
18
-
-
Head office
15
15
3
3
Psychologists
3
5
-
-
Maintenance
3
6
-
-
Total
374
287
3
3
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
6
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
14/06/2022
Company
14/06/2022
2024
- 30/09/2023
2024
- 30/09/2023
£
£
£
£
Wages and salaries
8,636,487
4,225,125
-
0
-
0
Social security costs
692,897
338,124
-
-
Pension costs
144,261
64,030
-
0
-
0
9,473,645
4,627,279
-
0
-
0
7
Directors' remuneration

No remuneration was paid to directors from this company, however remuneration was paid by the overseas parent company. The payments are therefore not included in these consolidated financial statements.

8
Interest receivable and similar income
14/06/2022
2024
- 30/09/2023
£
£
Interest income
Interest on bank deposits
1,488
7,020
Interest receivable from group companies
14
328,390
-
0
Total income
329,878
7,020
Long term debtors include £328,390 (2023: £nil) of evenly accrued interest at 5%, payable on the anniversary of the issue date.
9
Interest payable and similar expenses
14/06/2022
2024
- 30/09/2023
£
£
Interest on bank overdrafts and loans
942,444
618,877
Dividends on redeemable preference shares not classified as equity
1,985,427
721,997
Other interest on financial liabilities
104,983
45,029
Interest on finance leases and hire purchase contracts
351,025
-
Other interest
5,036
-
Total finance costs
3,388,915
1,385,903
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 27 -
10
Amounts written off investments
14/06/2022
2024
- 30/09/2023
£
£
Amounts written off financial assets held at cost
16
(1,032,971)
-

During the year the company made an investment of £1,032,972 in Mylife Addiction Rehabilitation Topco Limited, via the issue of preference shares. The directors no longer believe this investment is recoverable and therefore an impairment of £1,032,971 was recognised during the year.

11
Taxation
14/06/2022
2024
- 30/09/2023
£
£
Current tax
UK corporation tax on profits for the current period
85,310
-
0
Adjustments in respect of prior periods
64,357
-
0
Total current tax
149,667
-
0
Deferred tax
Origination and reversal of timing differences
355,183
-
0
Total tax charge
504,850
-
0

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

14/06/2022
2024
- 30/09/2023
£
£
Loss before taxation
(1,773,155)
(1,083,430)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.00%)
(443,289)
(238,355)
Tax effect of expenses that are not deductible in determining taxable profit
928,116
210,275
Gains not taxable
(343,750)
-
0
Unutilised tax losses carried forward
-
0
28,080
Effect of change in corporation tax rate
(92)
-
Permanent capital allowances in excess of depreciation
(51,125)
-
0
Under/(over) provided in prior years
64,357
-
0
Deferred taxation adjustment
355,183
-
0
Capital expenditure allowable for corporation tax
(4,550)
-
0
Taxation charge
504,850
-
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
11
Taxation
(Continued)
- 28 -
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 October 2023 and 30 September 2024
5,032,270
Amortisation and impairment
At 1 October 2023
233,342
Amortisation charged for the year
503,224
At 30 September 2024
736,566
Carrying amount
At 30 September 2024
4,295,704
At 30 September 2023
4,798,928
The company had no intangible fixed assets at 30 September 2024 or 30 September 2023.

Goodwill arising on consolidation is being amortised over the directors’ estimate of its useful life of 10 years.

 

This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 29 -
13
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost or valuation
At 1 October 2023 - as restated
23,733,372
-
0
54,690
-
0
213,223
24,001,285
Additions
2,354,896
32,508
33,153
14,360
-
0
2,434,917
Disposals
-
0
-
0
(29,324)
(1,901)
(39,750)
(70,975)
At 30 September 2024
26,088,268
32,508
58,519
12,459
173,473
26,365,227
Depreciation and impairment
At 1 October 2023 - as restated
582,124
-
0
4,219
-
0
58,419
644,762
Depreciation charged in the year
243,202
5,145
10,296
2,978
37,404
299,025
Eliminated in respect of disposals
-
0
-
0
(27,183)
(1,567)
(25,885)
(54,635)
At 30 September 2024
825,326
5,145
(12,668)
1,411
69,938
889,152
Carrying amount
At 30 September 2024
25,262,942
27,363
71,187
11,048
103,535
25,476,075
At 30 September 2023 - as restated
23,151,248
-
0
50,471
-
0
154,804
23,356,523
The company had no tangible fixed assets at 30 September 2024 or 30 September 2023.
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
13
Tangible fixed assets
(Continued)
- 30 -

The carrying value of land and buildings comprises:

Group
Company
2024
2023
2024
2023
£
£
£
£
Freehold
5,092,254
2,928,857
-
0
-
0
Long leasehold
20,170,688
20,222,391
-
0
-
0
25,262,942
23,151,248
-
-

During the prior year the group entered into a sale and leaseback transaction, whereby freehold properties held transferred ownership to another party but continued to be held under finance leases.

 

No impairment was recognised prior to sale due to the subsequent revaluation post year end supporting the historical valuation recognised on these assets.

 

Consequently these financial assets are held within freehold property and will therefore be revalued every four years in line with the revaluation model chosen for this class of tangible assets

 

The depreciation charge in respect of such assets amounted to £216,745 (2023: £208,192) for the year.

 

Property and improvements were valued at an open market basis on 31st March 2021 by Colliers International. No revaluation has taken place in the current year, the next revaluation planned in 2025, in line with the four year revaluation policy.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

Freehold land & buildings
2024
2023
£
£
Group
Cost
13,838,402
11,495,695
Accumulated depreciation
(1,006,451)
(892,693)
Carrying value
12,831,951
10,603,002
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 31 -
14
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 October 2023 - restated
1,475,000
-
Net gains or losses through fair value adjustments
1,375,000
-
At 30 September 2024
2,850,000
-

Investment property comprises with a historical cost value of £890,000 (2023: £515,000). The fair value of the investment property has been arrived at on the basis of a valuation carried out at 7 December 2023.

 

Valuations have been carried out by professionally qualified valuer, Knight Frank, in accordance with the Royal Institute of Chartered Surveyors (RCIS) appraisal and valuation manual.

15
Fixed asset investments
Group
Company
2024
2023
2024
2023
as restated
as restated
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
1
1
Unlisted investments
1
-
0
1
-
0
1
-
0
2
1

During the year the company made an investment of £1,032,972 in Mylife Addiction Rehabilitation Topco Limited, via the issue of preference shares. The directors no longer believe this investment is recoverable and therefore an impairment of £1,032,971 was recognised during the year, leaving a carrying amount of £1 at year end.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
15
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 October 2023
-
Valuation changes
1,032,972
At 30 September 2024
1,032,972
Impairment
At 1 October 2023
-
Impairment losses
1,032,971
At 30 September 2024
1,032,971
Carrying amount
At 30 September 2024
1
At 30 September 2023
-
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 October 2023 - as restated
1
-
1
Valuation changes
-
1,032,972
1,032,972
At 30 September 2024
1
1,032,972
1,032,973
Impairment
At 1 October 2023 - as restated
-
-
-
Impairment losses
-
1,032,971
1,032,971
At 30 September 2024
-
1,032,971
1,032,971
Carrying amount
At 30 September 2024
1
1
2
At 30 September 2023 - as restated
1
-
1
16
Subsidiaries

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

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
16
Subsidiaries
(Continued)
- 33 -
Name of undertaking
Address
Nature of
% Held
ownership
Direct
Indirect
Zero Midco Limited
1
Ordinary shares held
100.00
-
Sky Care Homes Limited
1
Ordinary shares held
0
100.00
Zero Three Care Homes LLP
1
Designated Member
0
100.00
SAS Support and Solutions Limited
1
Ordinary shares held
0
100.00
SAS Homecare Limited
1
Ordinary shares held
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Thameside House, Hurst Road, East Molesey, Surrey, England, KT8 9AY
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Zero Midco Limited
(1,409,199)
0
(1,374,757)
0
Sky Care Homes Limited
1,545,016
1,278,492
Zero Three Care Homes LLP
15,572,933
2,056,498
SAS Support and Solutions Limited
1,148,443
496,218
SAS Homecare Limited
1,794,627
1,085,639
17
Debtors
Group
Company
2024
2023
2024
2023
as restated
as restated
Amounts falling due within one year:
£
£
£
£
Trade debtors
402,194
335,602
-
0
-
0
Amounts owed by group undertakings
-
-
7,960,238
-
Other debtors
630,677
253,157
473,538
12,205,075
Prepayments and accrued income
434,005
264,664
-
0
-
0
1,466,876
853,423
8,433,776
12,205,075
Amounts falling due after more than one year:
Other debtors
5,328,390
5,000,000
5,328,390
5,000,000
Total debtors
6,795,266
5,853,423
13,762,166
17,205,075
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
17
Debtors
(Continued)
- 34 -

Within debtors due within one year include £473,537 (2023: £55,937) related to an intercompany loan due from Montreux Group Overseas Limited.

 

Debtors due over one year include £5,328,390 (2023: £5,000,000) related to an intercompany loan due from Montreux Fixed Yield Holding Company.

 

Long term debtors include a £5,000,000 loan with interest accruing at 5% evenly throughout the year, payable on the anniversary of the issue date. Long term loans include £328,390 (2023: £nil) of accrued interest receivable at the balance sheet date.

 

 

18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
as restated
as restated
Notes
£
£
£
£
Bank loans
20
466,664
-
0
-
0
-
0
Obligations under finance leases
21
106,597
106,597
-
0
-
0
Trade creditors
242,617
616,979
-
0
-
0
Corporation tax payable
176,482
143,504
200
-
0
Other taxation and social security
178,848
129,336
-
-
Other creditors
642,156
4,992,521
-
0
4,500,000
Accruals and deferred income
99,015
113,395
9,750
-
0
1,912,379
6,102,332
9,950
4,500,000

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 group and the company.

 

A fixed and floating charge held by Clydesdale Bank PLC dated 1 November 2023 was satisfied on 31 January 2024.

 

A fixed and floating charge held by National Westminster Bank PLC dated 15 December 2021 was satisfied on 30 August 2023.

 

A fixed and floating charge held by National Westminster Bank PLC dated 29 January 2016 was satisfied on 30 August 2023.

 

A fixed and floating charge held by National Westminster Bank PLC dated 2 October 2015 was satisfied on 30 August 2023.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 35 -
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
as restated
as restated
Notes
£
£
£
£
Bank loans and overdrafts
20
13,533,336
8,300,029
-
0
-
0
Obligations under finance leases
21
8,921,905
9,144,267
-
0
-
0
Other borrowings
20
19,034,127
15,721,997
19,034,127
15,721,997
41,489,368
33,166,293
19,034,127
15,721,997

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 group and the company.

 

A fixed and floating charge held by Clydesdale Bank PLC dated 1 November 2023 was satisfied on 31 January 2024.

 

A fixed and floating charge held by National Westminster Bank PLC dated 15 December 2021 was satisfied on 30 August 2023.

 

A fixed and floating charge held by National Westminster Bank PLC dated 29 January 2016 was satisfied on 30 August 2023.

 

A fixed and floating charge held by National Westminster Bank PLC dated 2 October 2015 was satisfied on 30 August 2023.

20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
as restated
as restated
£
£
£
£
Bank loans
14,000,000
8,300,029
-
0
-
0
Preference shares
19,034,127
15,721,997
19,034,127
15,721,997
33,034,127
24,022,026
19,034,127
15,721,997
Payable within one year
466,664
-
0
-
0
-
0
Payable after one year
32,567,463
24,022,026
19,034,127
15,721,997

Bank borrowings are secured by a debenture over all the assets of the subsidiary company, including first and

legal charges over the freehold properties.

 

Redeemable preference shares are unsecured with dividends payable at a coupon rate of 12% per annum

compounding annually on the anniversary of issue date. Redeemable preference shares include £2,707,424 (2023: £721,997) of accrued unpaid dividends at the balance sheet date.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 36 -
21
Finance lease obligations
Group
Company
2024
2023
2024
2023
as restated
as restated
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
106,597
106,597
-
0
-
0
In two to five years
467,376
467,376
-
0
-
0
In over five years
8,454,529
8,676,891
-
0
-
0
9,028,502
9,250,864
-
-

Finance lease liabilities are stated after deducting £165,978 of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the finance leases. The implicit interest rate on the finance lease liabilities is 3.76% at year end, with an adjustable rate between 2% and 5% linked to RPI. Finance lease liabilities are payable in monthly instalments over a 40 year term with a final repayment due in 2063 and are secured against the freehold properties to which they relate.

22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
as restated
Group
£
£
Accelerated capital allowances
159,727
139,094
Investment property valuation
334,550
-
494,277
139,094
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 October 2023 - as restated
139,094
-
Charge to profit or loss
355,183
-
Liability at 30 September 2024
494,277
-
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 37 -
23
Retirement benefit schemes
14/06/2022
2024
- 30/09/2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
144,261
64,030

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 1p each
56,100
56,100
561
561
Ordinary B of 1p each
43,900
43,900
439
439
100,000
100,000
1,000
1,000

The different classes of shares rank pari passu in all respects other than dividend rights.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
29,901
29,901
-
-
Between two and five years
34,492
64,393
-
-
64,393
94,294
-
-
26
Related party transactions
Transactions with related parties
ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
26
Related party transactions
(Continued)
- 38 -

Within debtors are the following balances due to Zero Topco Limited:

 

Montreux Field Yield Holding Company has an ultimate beneficial owner who is also a director of Zero Topco Limited.

 

During the year Zero Topco Ltd entered into an investment in Mylife Addiction Rehabilitation Topco Limited, a company with directors in Common, which carrying amount at year end of £1,032,972 was written down to £1. Similarly, Zero Topco Ltd was owed £188,748 by Mylife Addiction Rehabilitation Topco Limited, was also fully provided against year end.

27
Controlling party

The ultimate controlling party is Montreux Fixed Yield Holding Company, a company that is registered in the Cayman Islands whose records are not publicly available.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 39 -
28
Prior period adjustment
Changes to the statement of financial position - group
As previously reported
Adjustment
As restated at 30 Sep 2023
£
£
£
Fixed assets
Tangible assets
24,831,523
(1,475,000)
23,356,523
Investment properties
-
1,475,000
1,475,000
Current assets
Debtors due after one year
-
5,000,000
5,000,000
Debtors due within one year
5,853,423
(5,000,000)
853,423
Net assets
(983,430)
-
(983,430)
Capital and reserves
Total equity
(983,430)
-
(983,430)
Changes to the statement of financial position - company
As previously reported
Adjustment
As restated at 30 Sep 2023
£
£
£
Current assets
Debtors due after one year
-
5,000,000
5,000,000
Debtors due within one year
17,205,075
(5,000,000)
12,205,075
Net assets
(1,016,215)
-
(1,016,215)
Capital and reserves
Total equity
(1,016,215)
-
(1,016,215)
Notes to reconciliation
Reclassification of Property

Investment properties held within the group were incorrectly classified as freehold property upon consolidation. Consequently the brought forward Tangible asset classes; Freehold Property and Investment Properties have been restated.

 

No adjustment to the accounts of the parent company or its subsidiary was required to be made.

Notes to reconciliation
Long term debtor

Intercompany amounts due from parent had been classified as due within one year. Due to the loan agreement in place, this should be considered as long term and has subsequently be classified as over one year.

ZERO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 40 -
29
Cash generated from group operations
2024
2023
as restated
£
£
Loss for the year after tax
(2,278,005)
(1,083,430)
Adjustments for:
Taxation charged
504,850
-
0
Finance costs
461,156
663,906
Non-equity dividends paid
1,985,427
721,997
Investment income
(1,488)
(7,020)
Loss on disposal of tangible fixed assets
16,341
-
Fair value gain on investment properties
(1,375,000)
-
0
Amortisation and impairment of intangible assets
503,224
233,342
Depreciation and impairment of tangible fixed assets
299,025
237,102
Movements in working capital:
Increase in debtors
(941,843)
(4,133,503)
Increase in creditors
1,877,921
4,436,089
Cash generated from operations
1,051,608
1,068,483
30
Analysis of changes in net debt - group
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
2,940,415
(1,722,872)
1,217,543
Borrowings excluding overdrafts
(24,022,026)
(9,012,101)
(33,034,127)
Obligations under finance leases
(9,250,864)
222,362
(9,028,502)
(30,332,475)
(10,512,611)
(40,845,086)
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