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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: D R Armitage
R D Armitage



REGISTERED OFFICE: 7 Hungate
Pickering
York
North Yorkshire
YO18 7DL



REGISTERED NUMBER: 15794239 (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

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:





D R Armitage - Director


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:

D R Armitage - appointed 22 June 2024
R D Armitage - appointed 22 June 2024

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:





D R Armitage - Director


19 September 2025

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.




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

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 318,467
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 2,568,742
Investment property 11 -
2,568,742

CURRENT ASSETS
Cash at bank and in hand 3,918

CREDITORS
Amounts falling due within one year 14 (409,825 )
NET CURRENT LIABILITIES (405,907 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,162,835

CREDITORS
Amounts falling due after more than one
year

15

(1,187,500

)
NET ASSETS 975,335

CAPITAL AND RESERVES
Called up share capital 20 284
Retained earnings 21 975,051
SHAREHOLDERS' FUNDS 975,335

Company's profit for the financial year 975,051

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)

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 284 - 284
Total comprehensive income - 975,051 975,051
Balance at 31 December 2024 284 975,051 975,335

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General 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.

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
97

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 2,568,742
At 31 December 2024 2,568,742
NET BOOK VALUE
At 31 December 2024 2,568,742

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Zarafa Group Limited
Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL
Nature of business: Group property management
%
Class of shares: holding
Ordinary 100.00
A Ordinary 100.00
2024
£   
Aggregate capital and reserves 6,549,437
Loss for the period (208,408 )

Zarafa Hungate Limited
Registered office: 7 Hungate, Pickering, North Yorkshire, YO18 7DL
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
Ordinary A 100.00
2024
£   
Aggregate capital and reserves 1,396,134
Profit for the period 35,046

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) 250,000 250,000
Finance leases (see note 17) 154,274 -
Trade creditors 529,804 -
Amounts owed to group undertakings - 150,054
Corporation tax 209,966 -
Taxation and social security 265,092 3,781
Other creditors 99,617 -
Accruals and deferred income 3,073,408 5,990
4,659,710 409,825

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 1,187,500
Finance leases (see note 17) 36,298 -
1,915,924 1,187,500

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 250,000 250,000
327,549 250,000
Amounts falling due between one and two years:
Bank loans - 1-2 years 91,103 -
Other loans - 1-2 years 250,000 250,000
341,103 250,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 319,609 -
Other loans - 2-5 years 750,000 750,000
1,069,609 750,000
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: £   
244 Ordinary £1 244
40 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 975,051
At 31 December 2024 975,051

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.