| REGISTERED NUMBER: 15794239 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Period |
| 22 June 2024 to 31 December 2024 |
| for |
| Zarafa Holdco Limited |
| REGISTERED NUMBER: 15794239 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Period |
| 22 June 2024 to 31 December 2024 |
| for |
| Zarafa Holdco Limited |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Contents of the Consolidated Financial Statements |
| for the Period 22 June 2024 to 31 December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Profit and Loss Account | 10 |
| Consolidated Other Comprehensive Income | 11 |
| Consolidated Balance Sheet | 12 |
| Company Balance Sheet | 13 |
| Consolidated Statement of Changes in Equity | 14 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Financial Statements | 18 |
| Zarafa Holdco Limited |
| Company Information |
| for the Period 22 June 2024 to 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Phillipa Symington ACA, CA(SA) |
| AUDITORS: |
| Chartered Accountants |
| & Statutory Auditors |
| Oak Tree House, Harwood Road |
| Northminster Business Park |
| Upper Poppleton |
| York |
| YO26 6QU |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Group Strategic Report |
| for the Period 22 June 2024 to 31 December 2024 |
| The directors present their strategic report of the company and the group for the period 22 June 2024 to 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 income statement for the year is set out on page 10. |
| Part way through the financial year, Zarafa Holdco Ltd acquired group undertakings and as a result the consolidated position only reflects just under 3 months of group trading. It is worth highlighting the full year consolidated position compared to the previous period for a full reflection of group wide trading. |
| 2024 | 2023 |
| £ | £ |
| Turnover | 9,994,533 | 8,891,810 |
| Operating profit/(loss) | 1,122,054 | 852,720 |
| Profit/(loss) before tax | 1,036,860 | 750,235 |
| Equity shareholders' funds | 8,804,543 | 9,188,838 |
| Number of employees | 97 | 105 |
| The directors consider the increased turnover and profit on ordinary activities before taxation of £1,036,860 to be satisfactory when considered over the full 12 month period for the fully consolidated group. |
| During the year, the group continued to focus on developing its offering through continued investment in operations, people, learning and development, infrastructure and compliance. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principle risks and uncertainties facing the group are - |
| The group faces risks typical of the industry, including: |
| - Economic uncertainty, including the nature of the construction industry. |
| - Health and safety liability, due to the nature of working at height. |
| - Legislative changes with the impact of the Building Safety Act. |
| Risk is mitigated through robust procedures, group wide commitment to learning and development, insurance coverage, and diversification. |
| Competitive risk: |
| The group 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. Group 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 group's debtors are show in note 13 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 group aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets. |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Group Strategic Report |
| for the Period 22 June 2024 to 31 December 2024 |
| FUTURE DEVELOPMENTS |
| The directors anticipate continued development in sectors such as facilities management and high-rise developments. Investment will continue in technology, team development, and operational efficiency. |
| ON BEHALF OF THE BOARD: |
| 19 September 2025 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Report of the Directors |
| for the Period 22 June 2024 to 31 December 2024 |
| The directors present their report with the financial statements of the company and the group for the period 22 June 2024 to 31 December 2024. |
| INCORPORATION |
| The group was incorporated on 22 June 2024 and commenced trading on the same date. |
| PRINCIPAL ACTIVITIES |
| The principal activities of the group in the period under review were those of sale, maintenance and installation of suspended access and fall protection equipment. |
| DIVIDENDS |
| The total distribution of dividends for the year ended 31 December 2024 was NIL. |
| DIRECTORS |
| The directors who have held office during the period from 22 June 2024 to the date of this report are as follows: |
| POLITICAL DONATIONS AND EXPENDITURE |
| The company made no political donations during the year. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Report of the Directors |
| for the Period 22 June 2024 to 31 December 2024 |
| AUDITORS |
| The auditors, Clive Owen LLP, are deemed to be appointed under section 487(2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Zarafa Holdco Limited |
| Opinion |
| We have audited the financial statements of Zarafa Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the period 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 group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Zarafa Holdco Limited |
| 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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 four, 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Zarafa Holdco Limited |
| 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: |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this. |
| 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 with regulators. |
| - | 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 areas of uncertainty are disclosed in the accounting policies. |
| - | 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. |
| Other matters which we are required to address |
| This is the first year that the Company has been audited. the company was incorporated on 22 June 2024, and accordingly, there are no comparative figures for the year ended 31 December 2023. We have obtained sufficient appropriate audit evidence to conclude that the opening balances do not contain misstatements that materially affect the current period's financial statements. |
| Report of the Independent Auditors to the Members of |
| Zarafa Holdco Limited |
| 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. |
| for and on behalf of |
| Chartered Accountants |
| & Statutory Auditors |
| Oak Tree House, Harwood Road |
| Northminster Business Park |
| Upper Poppleton |
| York |
| YO26 6QU |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Consolidated |
| Profit and Loss Account |
| for the Period 22 June 2024 to 31 December 2024 |
| Notes | £ |
| TURNOVER | 3 | 3,358,819 |
| Cost of sales | (1,878,655 | ) |
| GROSS PROFIT | 1,480,164 |
| Administrative expenses | (1,102,995 | ) |
| 377,169 |
| Other operating income | 107,398 |
| OPERATING PROFIT | 5 | 484,567 |
| Interest receivable and similar income | 17,596 |
| 502,163 |
| Interest payable and similar expenses | 6 | (71,261 | ) |
| PROFIT BEFORE TAXATION | 430,902 |
| Tax on profit | 7 | (112,435 | ) |
| PROFIT FOR THE FINANCIAL PERIOD |
| Profit attributable to: |
| Owners of the parent | 294,331 |
| Non-controlling interests | 24,136 |
| 318,467 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Consolidated |
| Other Comprehensive Income |
| for the Period 22 June 2024 to 31 December 2024 |
| Notes | £ |
| PROFIT FOR THE PERIOD | 318,467 |
| OTHER COMPREHENSIVE INCOME |
| Merger reserve | 5,426,039 |
| Income tax relating to other comprehensive income |
- |
| OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
5,426,039 |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
5,744,506 |
| Total comprehensive income attributable to: |
| Owners of the parent | 5,720,370 |
| Non-controlling interests | 24,136 |
| 5,744,506 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Consolidated Balance Sheet |
| 31 December 2024 |
| Notes | £ |
| FIXED ASSETS |
| Tangible assets | 9 | 6,957,621 |
| Investments | 10 | - |
| Investment property | 11 | 1,267,700 |
| 8,225,321 |
| CURRENT ASSETS |
| Stocks | 12 | 501,796 |
| Debtors | 13 | 1,376,447 |
| Cash at bank and in hand | 2,811,437 |
| 4,689,680 |
| CREDITORS |
| Amounts falling due within one year | 14 | (4,659,710 | ) |
| NET CURRENT ASSETS | 29,970 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
8,255,291 |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
(1,915,924 |
) |
| PROVISIONS FOR LIABILITIES | 19 | (583,208 | ) |
| NET ASSETS | 5,756,159 |
| CAPITAL AND RESERVES |
| Called up share capital | 20 | 284 |
| Merger reserve | 21 | 5,426,039 |
| Retained earnings | 21 | 294,331 |
| SHAREHOLDERS' FUNDS | 5,720,654 |
| NON-CONTROLLING INTERESTS | 22 | 35,505 |
| TOTAL EQUITY | 5,756,159 |
| 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 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Company Balance Sheet |
| 31 December 2024 |
| Notes | £ |
| FIXED ASSETS |
| Tangible assets | 9 |
| Investments | 10 |
| Investment property | 11 |
| CURRENT ASSETS |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 14 | ( |
) |
| NET CURRENT LIABILITIES | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Retained earnings | 21 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 975,051 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Consolidated Statement of Changes in Equity |
| for the Period 22 June 2024 to 31 December 2024 |
| Called up |
| share | Retained | Merger |
| capital | earnings | reserve |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 284 | - | - |
| Total comprehensive income | - | 294,331 | 5,426,039 |
| 284 | 294,331 | 5,426,039 |
| Acquisition of non-controlling interest |
- |
- |
- |
| Balance at 31 December 2024 | 284 | 294,331 | 5,426,039 |
| Non-controlling | Total |
| Total | interests | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 284 | - | 284 |
| Total comprehensive income | 5,720,370 | 24,136 | 5,744,506 |
| 5,720,654 | 24,136 | 5,744,790 |
| Acquisition of non-controlling interest |
- |
11,369 |
11,369 |
| Balance at 31 December 2024 | 5,720,654 | 35,505 | 5,756,159 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Company Statement of Changes in Equity |
| for the Period 22 June 2024 to 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Consolidated Cash Flow Statement |
| for the Period 22 June 2024 to 31 December 2024 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 388,770 |
| Interest paid | (54,356 | ) |
| Interest element of finance lease payments paid |
(16,905 |
) |
| Net cash from operating activities | 317,509 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | 27,423 |
| Sale of tangible fixed assets | 50,878 |
| Interest received | 17,596 |
| Net cash from investing activities | 95,897 |
| Cash flows from financing activities |
| New bank loans in year | 804,584 |
| Bank loan repayments in year | (34,909 | ) |
| New other loans in year | 1,500,000 |
| Other loan repayments in year | (62,500 | ) |
| Movement in hire purchase contracts | 190,572 |
| Share issue | 284 |
| Net cash from financing activities | 2,398,031 |
| Increase in cash and cash equivalents | 2,811,437 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
2,811,437 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Cash Flow Statement |
| for the Period 22 June 2024 to 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Profit before taxation | 430,902 |
| Depreciation charges | 82,214 |
| Profit on disposal of fixed assets | (50,878 | ) |
| Finance costs | 71,261 |
| Finance income | (17,596 | ) |
| 515,903 |
| Increase in stocks | (501,796 | ) |
| Increase in trade and other debtors | (1,376,447 | ) |
| Increase in trade and other creditors | 1,751,110 |
| Cash generated from operations | 388,770 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 31 December 2024 |
| 31.12.24 | 22.6.24 |
| £ | £ |
| Cash and cash equivalents | 2,811,437 | - |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 22.6.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | - | 2,811,437 | 2,811,437 |
| - | 2,811,437 | 2,811,437 |
| Debt |
| Finance leases | - | (190,572 | ) | (190,572 | ) |
| Debts falling due within 1 year | - | (327,549 | ) | (327,549 | ) |
| Debts falling due after 1 year | - | (1,879,626 | ) | (1,879,626 | ) |
| - | (2,397,747 | ) | (2,397,747 | ) |
| Total | - | 413,690 | 413,690 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements |
| for the Period 22 June 2024 to 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Zarafa Holdco Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| There were no material departures from that standard. |
| The principal accounting policies adopted in the preparation of the financial statements are set out below. |
| This is the first that year that the group has been audited. In the prior year the group took advantage of the audit exemption available to small groups and were therefore prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. |
| Going concern |
| The directors assess whether 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 group and 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 assets to their recoverable amounts, to provide for any further liabilities that might arise and to analyse long term liabilities as current liabilities. |
| Basis of consolidation |
| The group accounts consolidate the results of the company and its subsidiaries under the acquisition method. |
| 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. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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: |
| Work-in-progress |
| The carrying value of work-in-progress is sensitive to changes in the estimated stage of completion of contracts, and to the extent that the outcome of a contract can be measured reliably. |
| Warranty provisions |
| Warranty provisions have been raised taking into account warranty terms per contracts and considering the term until expiration of the warranty as well as past experience and current market considerations. |
| 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 11 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. |
| Maintenance and Repairs |
| Income is recognised when the conditions contained within a contract for services have been met. |
| Projects and Installations |
| Income and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. |
| Equipment sales and rental |
| Income is recognised when a contract for the sale of goods or services is determined as unconditional. |
| Rental Income |
| Revenue is based on rental agreements that have an agreed monthly rental over the duration of the lease |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is shorter: |
| Freehold property | - not provided, 2% on cost |
| Plant and machinery | - between 1 and 12 years |
| Fixtures and fittings | - between 1 and 6 years |
| Motor vehicles | - between 1 and 3 years |
| Computer equipment | - between 1 and 3 years |
| Tangible fixed assets are recognised at cost then subsequently at cost less accumulated depreciation and impairment. |
| The group writes down motor vehicles on a straight line basis to their estimated residual values at the end of their useful lives of 2 or 3 years. |
| Freehold property |
| 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. The directors perform annual impairment reviews in accordance with FRS 102 to ensure that the carrying value is not lower than the recoverable amount. |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Stocks |
| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| Work-in-progress is valued on the basis of direct costs and stage of completion of contracts at year end. Provision is made for any foreseeable losses where appropriate. Profit is only recognised to the extent that the outcome of a contract can be estimated reliably. |
| Financial instruments |
| Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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 period 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. |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Business combinations |
| On 30 August 2024 Zarafa Holdco Limited acquired 43.8% of the issued share capital of Zarafa Group Limited for a total consideration of £2,100,000 (split £840,500 cash and £1,259,500 loan notes) and 41.8& of the issued share capital of Zarafa Hungate Limited for a total consideration of £400,000 (split £159,500 cash and £240,500 loan notes). |
| On the same date, Zarafa Holdco Limited entered a share for share exchange with the shareholders of Zarafa Group Limited for the remaining 56.2%of Zarafa Group Limited and for 58.2% of Zarafa Holdco Limited. |
| We consider the book value to be equal to the fair value at the date of transfer. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the principal activities of the group. |
| An analysis of turnover by class of business is given below: |
| £ |
| Maintenance and repairs | 2,234,330 |
| Projects and installations | 669,379 |
| Equipment sales and rental | 423,813 |
| Rental income | 12,543 |
| Training | 18,754 |
| 3,358,819 |
| 4. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 3,935,162 |
| Social security costs | 408,554 |
| Other pension costs | 220,085 |
| 4,563,801 |
| The average number of employees during the period was as follows: |
| Directors | 2 |
| Direct & Administration | 95 |
| The average number of employees by undertakings that were proportionately consolidated during the period was 97 . |
| £ |
| Directors' remuneration | 168,780 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 2 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| £ |
| Hire of plant and machinery | 38,919 |
| Other operating leases | 47,492 |
| Depreciation - owned assets | 53,084 |
| Depreciation - assets on finance leases | 29,128 |
| Profit on disposal of fixed assets | (50,878 | ) |
| Auditors' remuneration - |
| Consolidation | 7,750 |
| Auditors' remuneration - Audit | 37,000 |
| Auditors' remuneration - |
| Non Audit | 20,250 |
| Foreign exchange differences | 1,835 |
| Rental income | (205,702 | ) |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank loan interest | 54,356 |
| Leasing | 16,905 |
| 71,261 |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | (12,162 | ) |
| Deferred tax | 124,597 |
| Tax on profit | 112,435 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 7. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| £ |
| Profit before tax | 430,902 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 107,726 |
| Effects of: |
| Expenses not deductible for tax purposes | 38 |
| Depreciation in excess of capital allowances | 24,998 |
| Movements in deferred tax not recognised | (20,327 | ) |
| Total tax charge | 112,435 |
| Tax effects relating to effects of other comprehensive income |
| Gross | Tax | Net |
| £ | £ | £ |
| Merger reserve | 5,426,039 | - | 5,426,039 |
| 8. | INDIVIDUAL PROFIT AND LOSS ACCOUNT |
| As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements. |
| 9. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Long | Plant and |
| property | leasehold | machinery |
| £ | £ | £ |
| COST |
| Additions | 5,913,920 | 141,660 | 557,994 |
| Disposals | - | - | (13,570 | ) |
| At 31 December 2024 | 5,913,920 | 141,660 | 544,424 |
| DEPRECIATION |
| Charge for period | 1,112 | 658 | 39,520 |
| Eliminated on disposal | - | - | (13,570 | ) |
| At 31 December 2024 | 1,112 | 658 | 25,950 |
| NET BOOK VALUE |
| At 31 December 2024 | 5,912,808 | 141,002 | 518,474 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 9. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixtures |
| and | Motor | Computer |
| fittings | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| Additions | 21,793 | 403,206 | 1,260 | 7,039,833 |
| Disposals | (3,548 | ) | - | - | (17,118 | ) |
| At 31 December 2024 | 18,245 | 403,206 | 1,260 | 7,022,715 |
| DEPRECIATION |
| Charge for period | 4,446 | 36,155 | 321 | 82,212 |
| Eliminated on disposal | (3,548 | ) | - | - | (17,118 | ) |
| At 31 December 2024 | 898 | 36,155 | 321 | 65,094 |
| NET BOOK VALUE |
| At 31 December 2024 | 17,347 | 367,051 | 939 | 6,957,621 |
| 1 of the freehold properties owned by the Group 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 was valued on a fair value market basis by the directors at 31 December 2024. There was no movement in the valuation at that date. |
| Fixed assets, included in the above, which are held under finance leases are as follows: |
| Motor |
| vehicles |
| £ |
| COST |
| Additions | 217,007 |
| At 31 December 2024 | 217,007 |
| DEPRECIATION |
| Charge for period | 29,128 |
| At 31 December 2024 | 29,128 |
| NET BOOK VALUE |
| At 31 December 2024 | 187,879 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 10. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 |
| £ |
| Aggregate capital and reserves |
| Loss for the period | ( |
) |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 |
| £ |
| Aggregate capital and reserves |
| Profit for the period |
| Carter Cradle Maintenance Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Maintenance of suspended access equipment |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 530,979 |
| Profit for the period | 191,273 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 10. | FIXED ASSET INVESTMENTS - continued |
| Permanently Installed Cradle Maintenance Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Maintenance of suspended access equipment |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 284,426 |
| Profit for the period | 87,697 |
| Zarafa Height Solutions Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Installation of suspended access equipment |
| % |
| Class of shares: | holding |
| Ordinary | 90.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 949,305 |
| Profit for the period | 3,207 |
| Sky Climber Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Dormant company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 4 |
| Zarafa Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Dormant company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 100 |
| Zarafa Holdings Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Dormant company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 100 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 10. | FIXED ASSET INVESTMENTS - continued |
| Giraffe Access Company Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Installation of suspended access equipment |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Ordinary B | 100.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 392,546 |
| Profit for the period | 435,978 |
| Giraffe Access Cradles Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Dormant company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | (541 | ) |
| Premier Access Systems Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Dormant company |
| % |
| Class of shares: | holding |
| Ordinary A | 99.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 100 |
| Zarafa Fall Protection Limited |
| Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL |
| Nature of business: Sale of fall protection equipmen |
| % |
| Class of shares: | holding |
| Ordinary | 90.00 |
| 2024 |
| £ |
| Aggregate capital and reserves | 355,039 |
| Profit for the period | 241,356 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 11. | INVESTMENT PROPERTY |
| Group |
| Total |
| £ |
| FAIR VALUE |
| At 22 June 2024 |
| and 31 December 2024 | 1,267,700 |
| NET BOOK VALUE |
| At 31 December 2024 | 1,267,700 |
| At 21 June 2024 | 1,267,700 |
| 3 of the 4 investment properties owned by the Group 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 investment properties was valued on a fair value market basis by the directors at 31 December 2024. There was no movement in the valuation at that date. |
| 12. | STOCKS |
| Group |
| £ |
| Work-in-progress | 501,796 |
| The work-in-progress relates to the ongoing contracts with customers and and is based on the stage of completion of each individual contract. |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| £ |
| Trade debtors | 1,079,295 |
| Other debtors | 4,975 |
| Prepayments and accrued income | 292,177 |
| 1,376,447 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 16) | 77,549 |
| Other loans (see note 16) | 250,000 |
| Finance leases (see note 17) | 154,274 |
| Trade creditors | 529,804 |
| Amounts owed to group undertakings | - |
| Corporation tax | 209,966 |
| Taxation and social security | 265,092 |
| Other creditors | 99,617 |
| Accruals and deferred income | 3,073,408 |
| 4,659,710 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans (see note 16) | 692,126 |
| Other loans (see note 16) | 1,187,500 |
| Finance leases (see note 17) | 36,298 |
| 1,915,924 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 77,549 |
| Other loans | 250,000 |
| 327,549 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 91,103 |
| Other loans - 1-2 years | 250,000 | 250,000 |
| 341,103 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 319,609 |
| Other loans - 2-5 years | 750,000 |
| 1,069,609 |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 281,414 | - |
| Other loans more 5yrs instal | 187,500 | 187,500 |
| 468,914 | 187,500 |
| The amounts included within other loans relate to loan notes. At the reporting date, the company had an outstanding loan of £1,437,500 The loan bears interest at 5% per annum. |
| The loan is unsecured and repayable in equal monthly instalments over five years, with final repayment due in September 2030. |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Finance |
| leases |
| £ |
| Net obligations repayable: |
| Within one year | 154,274 |
| Between one and five years | 36,298 |
| 190,572 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| £ |
| Bank loans | 769,675 |
| Finance leases | 190,572 |
| 960,247 |
| The bank loans consist of base rate plus, mortgages that mature after April 2030 and are secured against the properties to which they relate. |
| The finance lease liabilities are secured against the assets to which they relate. |
| 19. | PROVISIONS FOR LIABILITIES |
| Group |
| £ |
| Deferred tax | 510,708 |
| Other provisions | 72,500 |
| Aggregate amounts | 583,208 |
| Group |
| Deferred | Other |
| tax | provisions |
| £ | £ |
| Provided during period | 510,708 | 72,500 |
| Balance at 31 December 2024 | 510,708 | 72,500 |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| Ordinary | £1 | 244 |
| Ordinary A | £1 | 40 |
| 284 |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 20. | CALLED UP SHARE CAPITAL - continued |
| On incorporation the company issued 122 Ordinary and 20 A Ordinary shares as nominal value. |
| On 10 October 2024, the company entered into the following transactions: |
| Issued 71 Ordinary shares and 10 A Ordinary shares as part of a share-for-share exchange with Zarafa Group Limited. |
| Issued 51 Ordinary shares and 10 A Ordinary shares as part of a share-for-share exchange with Zarafa Hungate Limited. |
| Called up share capital - represents the nominal value of shares that have been issued. |
| 21. | RESERVES |
| Group |
| Retained | Merger |
| earnings | reserve | Totals |
| £ | £ | £ |
| Profit for the period | 294,331 | 294,331 |
| Reserve transfers | - | 5,426,039 | 5,426,039 |
| At 31 December 2024 | 294,331 | 5,426,039 | 5,720,370 |
| Company |
| Retained |
| earnings |
| £ |
| Profit for the period |
| At 31 December 2024 |
| Retained earnings - includes all current and prior period retained profits and losses. |
| Merger reserve - represents the difference between the nominal value of the shares issued and the nominal value of the share capital acquired. This reserve is non-distributable. |
| 22. | NON-CONTROLLING INTERESTS |
| 2024 |
| £ |
| Brought forward | - |
| Acquisition of minority interest | 11,369 |
| Share of profit/(loss) for year | 24,136 |
| 35.505 |
| 23. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is R D Armitage by virtue of his control of Zarafa Holdco Limited. |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 24. | ACQUISITION OF A BUSINESS |
| On 31 August 2024 the group acquired 100% of the issued capital of Zarafa Group Limited, a holding company. |
| Book Value | Adjustments | Fair Value |
| Net assets acquired | £ | £ | £ |
| Tangible Fixed Assets | 6,829,424 | - | 6,829,424 |
| Stock | 501,796 | - | 501,796 |
| Trade and other debtors | 1,165,382 | - | 1,165,382 |
| Cash and cash equivalents | 2,941,551 | - | 2,941,551 |
| Borrowings | (1,104,052 | ) | - | (1,104,052 | ) |
| Trade and other creditors | (2,180,550 | ) | - | (2,180,550 | ) |
| Tax liabilities | (248,654 | ) | - | (248,654 | ) |
| Deferred tax | (67,677 | ) | - | (67,677 | ) |
| 7,837,220 | - | 7,837,220 |
| Goodwill | - |
| Total consideration | 7,837,220 |
| This consideration was satisfied by: | £ |
| Cash | 840,500 |
| Issue of loan notes | 1,259,500 |
| Discounts deferred | 1,332,698 |
| Merger reserve | 4,404,522 |
| 7,837,220 |
| Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition: |
| £ |
| Turnover | 8,029,558 |
| Profit after tax | 758,733 |
| Additional information |
| Zarafa Holdco Limited acquired 100% of the shares in Zarafa Group Limited during the year. This was done partly by a purchase of shares from shareholders and the remainder was acquired through a share-for-share exchange. |
| Zarafa Holdco Limited (Registered number: 15794239) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 June 2024 to 31 December 2024 |
| 25. | ACQUISITION OF A BUSINESS |
| On 31 August 2024 the group acquired 100% of the issued capital of Zarafa Hungate Limited, a holding company. |
| Book Value | Adjustments | Fair Value |
| Net assets acquired | £ | £ | £ |
| Tangible Fixed Assets | 120,630 | - | 120,630 |
| Stock | - | - | - |
| Trade and other debtors | 1,611,765 | - | 1,611,765 |
| Cash and cash equivalents | 235,609 | - | 235,609 |
| Borrowings | - | - | - |
| Trade and other creditors | (181,678 | ) | - | (181,678 | ) |
| Tax liabilities | (31,149 | ) | - | (31,149 | ) |
| Deferred tax | - | - | - |
| 1,755,177 | - | 1,755,177 |
| Goodwill | - |
| Total consideration | 1,755,177 |
| This consideration was satisfied by: | £ |
| Cash | 159,500 |
| Issue of loan notes | 240,500 |
| Discounts deferred | 333,660 |
| Merger reserve | 1,021,517 |
| 1,755,177 |
| Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition: |
| £ |
| Turnover | 3,050,139 |
| Profit after tax | 29,385 |
| Additional information |
| Zarafa Holdco Limited acquired 100% of the shares in Zarafa Hungate Limited during the year. This was done partly by a purchase of shares from shareholders and the remainder was acquired through a share-for-share exchange. |