REGISTERED NUMBER: 05674776 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Zarafa Group Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Profit and Loss Account

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

D R Armitage

R D Armitage

SECRETARY:

R D Armitage

REGISTERED OFFICE:

7 Hungate

Pickering

North Yorkshire

YO18 7DL

REGISTERED NUMBER:

05674776 (England and Wales)

SENIOR STATUTORY AUDITOR:

Phillipa Symington ACA, CA(SA)

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

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

REVIEW OF BUSINESS

The directors aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. Their review is consistent with the size and complexity of the business and is written in the context of the risks and uncertainties they face.

The key financial and other performance indicators for the company during the year were as follows:

2024

2023

£

£

Turnover

205,702

199,400

Operating profit/(loss)

9,858

(153,507

)

Profit/(loss) before tax

(99,346

)

1,339,642

Equity shareholders' funds

6,549,437

7,598,345

Number of employees

11

11

There were no political donations made or political expenditure incurred in the year to 31 December 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The principle risks and uncertainties facing the company are -

Competitive risk:

The company receives its income through a variety of markets and seeks to minimise its reliance on a particular sector. Should a fall occur in one sector the impact on turnover would be minimal by the spread of work into other sectors.

Exposure to credit risk:

Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Company policies are aimed at minimising such losses, and require that customers provide a deposit advance when works are accepted. Deferred payments terms are then granted to customers based on milestones during the life of works. Consideration of payment history and customers credit worthiness are considered in each case. Details of the company's debtors are shown in Note 11 to the financial statements.

Liquidity risk:

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets.

ON BEHALF OF THE BOARD:

D R Armitage - Director

19 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a shared service centre for the group, including property management services.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 was £840,500 (2023: NIL).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

D R Armitage

R D Armitage

Other changes in directors holding office are as follows:

A G Fowles - resigned 30 August 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

D R Armitage - Director

19 September 2025

Opinion

We have audited the financial statements of Zarafa Group Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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:

We undertake the following procedures to identify and respond to these risks of non-compliance:

-

Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law.

-

Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance

-

Review of board minutes and correspondence relevant to the audit.

-

Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed.

-

Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. The key area of uncertainty was identified as investment property valuation.

-

Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Phillipa Symington ACA, CA(SA) (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

19 September 2025

TURNOVER

205,702

199,400

Cost of sales

(18,875

)

(20,832

)

GROSS PROFIT

186,827

178,568

Administrative expenses

(716,969

)

(548,075

)

(530,142

)

(369,507

)

Other operating income

540,000

216,000

OPERATING PROFIT/(LOSS)

4

9,858

(153,507

)

Income from fixed asset investments

-

1,620,000

Interest receivable and similar income

11,579

-

21,437

1,466,493

Interest payable and similar expenses

5

(120,783

)

(126,851

)

(LOSS)/PROFIT BEFORE TAXATION

(99,346

)

1,339,642

Tax on (loss)/profit

6

(109,062

)

(60,767

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(208,408

)

1,278,875

(LOSS)/PROFIT FOR THE YEAR

(208,408

)

1,278,875

OTHER COMPREHENSIVE INCOME

Purchase of own shares

10

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

10

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(208,398

)

1,278,875

FIXED ASSETS

Tangible assets

8

6,067,571

6,081,920

Investments

9

1,555,248

1,555,248

Investment property

10

1,267,700

1,267,700

8,890,519

8,904,868

CURRENT ASSETS

Debtors

11

778,316

2,124,038

Cash at bank and in hand

166,813

247,292

945,129

2,371,330

CREDITORS

Amounts falling due within one year

12

(2,166,589

)

(2,289,392

)

NET CURRENT (LIABILITIES)/ASSETS

(1,221,460

)

81,938

TOTAL ASSETS LESS CURRENT LIABILITIES

7,669,059

8,986,806

CREDITORS

Amounts falling due after more than one year

13

(692,126

)

(1,070,027

)

PROVISIONS FOR LIABILITIES

16

(427,496

)

(318,434

)

NET ASSETS

6,549,437

7,598,345

CAPITAL AND RESERVES

Called up share capital

17

152

162

Revaluation reserve

18

308,014

351,682

Capital redemption reserve

18

10

-

Fair value reserve

18

147,853

147,830

Retained earnings

18

6,093,408

7,098,671

SHAREHOLDERS' FUNDS

6,549,437

7,598,345

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

D R Armitage - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

162

5,819,796

95,140

Changes in equity

Total comprehensive income

-

1,278,875

-

Transfer

-

-

256,542

Balance at 31 December 2023

162

7,098,671

351,682

Changes in equity

Issue of share capital

(10

)

-

-

Dividends

-

(840,500

)

-

Total comprehensive income

-

(164,763

)

(43,668

)

Balance at 31 December 2024

152

6,093,408

308,014

Capital

Fair

redemption

value

Total

reserve

reserve

equity

£

£

£

Balance at 1 January 2023

-

404,372

6,319,470

Changes in equity

Total comprehensive income

-

-

1,278,875

Transfer

-

(256,542

)

-

Balance at 31 December 2023

-

147,830

7,598,345

Changes in equity

Issue of share capital

-

-

(10

)

Dividends

-

-

(840,500

)

Total comprehensive income

10

23

(208,398

)

Balance at 31 December 2024

10

147,853

6,549,437

1.	STATUTORY INFORMATION

Zarafa Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

Going concern

The directors assess wether the use of going concern is appropriate i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The directors make this assessment in respect of a period of at least one year from the date the financial statements are approved.

The financial statements are prepared on the going concern basis which assumes that the group will continue to trade. If the group is unable to continue to trade, adjustments would be required to reduce the value of the assets to their recoverable amounts, to provide for any further liabilities that might arise and to analyse long term liabilities as current liabilities.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Zarafa Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Zarafa Holdco Limited, 7 Hungate Pickering, North Yorkshire, YO18 7DL.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following are the company's key sources of estimation uncertainty:

Investment properties valuation

The group carries investment properties at fair value, with changes on fair value being recognised on profit and loss. The fair value is re-assessed annually and is amended when necessary to reflect current estimates. See note 10 for the carrying amount of investment property.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property - not provided, 2% on cost

Fixtures and fittings - between 1 and 3 years

Tangible fixed assets are recognised at cost then subsequently at cost less accumulated depreciation and impairment.

The directors consider that the freehold property is maintained in such a state of repair that its residual value is at least equal to its net book value. As a result, the corresponding depreciation would not be material and therefore is not charged in the profit and loss account. The directors perform annual impairment reviews in accordance with FRS 102 to ensure that the carrying value is not lower than the recoverable amount.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Financial instruments

Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

506,842

347,594

Social security costs

52,271

74,853

Other pension costs

14,523

11,108

573,636

433,555

The average number of employees during the year was as follows:

2024

2023

Directors

2

2

Administration and Direct Staff

9

9

11

11

2024

2023

£

£

Directors' remuneration

168,780

142,492

4.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

18,975

20,832

Profit on disposal of fixed assets

(100

)

-

Auditors' remuneration - Audit

6,950

4,600

Auditors' remuneration -

Non audit

950

2,850

Foreign exchange differences

-

60

Rental income

(205,702

)

(199,400

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

120,783

126,851

6.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2024

2023

£

£

Deferred tax

109,062

60,767

Tax on (loss)/profit

109,062

60,767

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

(Loss)/profit before tax

(99,346

)

1,339,642

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

(24,837

)

254,532

Effects of:

Expenses not deductible for tax purposes

38

576

Income not taxable for tax purposes

-

(307,800

)

Depreciation in excess of capital allowances

95,048

49,177

Movement in general provisions

-

1,615

Surrender as group relief

38,813

62,667

Total tax charge

109,062

60,767

Tax effects relating to effects of other comprehensive income

2024

Gross

Tax

Net

£

£

£

Purchase of own shares

10

-

10

7.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Interim

840,500

-

8.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Long

and

property

leasehold

fittings

Totals

£

£

£

£

COST OR VALUATION

At 1 January 2024

6,001,624

153,061

157,201

6,311,886

Additions

-

-

4,626

4,626

Disposals

-

-

(1,773

)

(1,773

)

At 31 December 2024

6,001,624

153,061

160,054

6,314,739

DEPRECIATION

At 1 January 2024

83,854

9,121

136,991

229,966

Charge for year

4,962

2,938

11,075

18,975

Eliminated on disposal

-

-

(1,773

)

(1,773

)

At 31 December 2024

88,816

12,059

146,293

247,168

NET BOOK VALUE

At 31 December 2024

5,912,808

141,002

13,761

6,067,571

At 31 December 2023

5,917,770

143,940

20,210

6,081,920

Cost or valuation at 31 December 2024 is represented by:

Fixtures

Freehold

Long

and

property

leasehold

fittings

Totals

£

£

£

£

Valuation in 2021

590,718

-

-

590,718

Cost

5,410,906

153,061

160,054

5,724,021

6,001,624

153,061

160,054

6,314,739

1 of the freehold properties owned by the company was independently valued by Boulton Cooper, a trading division of Stephensons Rural LLP, in February 2024. There was no movement in the valuation at that date.

The freehold and long leasehold properties were valued on a fair value market basis by the directors at 31 December 2024. There was no movement in the valuation at that date.