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Registered number: 11313260
ZEPPELIN GROUP LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ZEPPELIN GROUP LTD
COMPANY INFORMATION
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Demian Elias Brener (appointed 17 April 2018)
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Tomas Horacio French (appointed 30 June 2023)
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Hill House
1 Little New St
London
United Kingdom
EC4A 3TR
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Chartered accountants & statutory auditors
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ZEPPELIN GROUP LTD
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Profit or Loss and Other Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Company Statement of Cash Flows
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Notes to the Consolidated Financial Statements
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Company Detailed Profit and Loss Account and Summaries
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ZEPPELIN GROUP LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Zeppelin Group Ltd is a leading blockchain security company dedicated to enabling businesses to build, secure and operate blockchain applications efficiently and safely. The Group’s products and services include industry-standard open-source libraries, the Defender SaaS platform, and professional services such as smart contract security audits and incident response. The Group’s mission is to deliver robust, long-term security solutions across all stages of blockchain development and adoption.
In 2024, the Group delivered another year of strong performance, demonstrating resilience in a challenging blockchain market.
• Revenue grew to $25.9m (2023: $24.8m).
• Gross profit rose to $13.5m (2023: $13.3m).
• Profit before tax more than doubled to $12.3m (2023: $3.8m).
• Net profit after tax increased to $12.3m, compared with $3.85m in 2023.
Performance was supported by realised gains on intangible assets of $18.8m (2023: $9.3m), underpinned by prudent financial management and ongoing demand for blockchain security services.
The Group continues to focus on its three core pillars:
1. Professional – Providing independent security audits and incident response.
2. Products – Expanding Defender for monitoring, and risk management.
3. Open-Source Tools – Maintaining trusted libraries used widely across the blockchain ecosystem.
Financial key performance indicators
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• Revenue growth: +4.2% year-on-year, driven by sustained demand for audits and SaaS subscriptions.
• Profitability: Profit before tax of $12.3m reflected stronger realised asset gains.
• Cash position: $8.65m at year-end, down from $14.5m in 2023 following a significant shareholder dividend.
• Net assets: $6.7m, compared to $13.0m in 2023.
Principal risks and uncertainties
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The Group faces a few external and internal risks:
• Market volatility: Exposure to fluctuations in blockchain adoption and digital asset values.
• Regulatory landscape: Ongoing changes in global digital asset regulation could impact operations.
• Technology risks: Rapidly evolving cyber threats and the need for constant innovation.
• Talent competition: Retention of specialist blockchain security professionals.
Risk management includes diversification of revenue streams, strong cash reserves, regulatory monitoring, and continuous R&D investment.
Other key performance indicators
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In addition to financial metrics, the Group tracks operational and strategic indicators:
• Client retention: High repeat engagement rates with leading organisations.
• Ecosystem contribution: Maintained global leadership in open source blockchain security tools.
• ESG commitment: Remote-first operations reduced environmental footprint while strengthening inclusivity
and global reach.
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ZEPPELIN GROUP LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' Statement of Compliance with Duty to Promote the Success of the Group
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The directors confirm they have acted in a manner consistent with their duty under Section 172 of the Companies Act 2006, promoting the long-term success of the Group for the benefit of its members. In doing so, they have considered:
• The likely consequences of decisions for the long term.
• The interests of employees, clients, and suppliers.
• The need to foster business relationships with stakeholders.
• The impact of operations on the community and environment.
• The need to maintain a reputation for high standards of conduct.
Directors' statement of compliance with duty to promote the success of the Group
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Awaiting Zeppelin Group team input
This report was approved by the board and signed on its behalf.
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Demian Elias Brener
Director
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Tomas Horacio French
Director
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ZEPPELIN GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Zeppelin Group Ltd is a leading blockchain security company that provides comprehensive security services,
enabling businesses to build, secure and operate blockchain applications efficiently and safely. Its products and
services include open source libraries for developers, the Defender SaaS platform, and professional services
that include code security audits and incident response.
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ZEPPELIN GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The profit for the year, after taxation, amounted to $12,341,295 (2023 - $3,846,631).
During the year the Company declared and paid dividends totalling $19,050,921 (2023: $nil). These distributions reflect the Group’s commitment to delivering value to its shareholders, while maintaining sufficient reserves to support ongoing operations and strategic initiatives.
The directors do not recommend the payment of a further dividend.
The directors who served during the year were:
Demian Elias Brener (appointed 17 April 2018)
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Tomas Horacio French (appointed 30 June 2023)
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The Group made no political donations and incurred no political expenditure during the year (2023: $nil).
The directors remain confident about the outlook of the Group. Strategic priorities for 2025 include:
• Growth in Professional Services: Reinforcing the Group’s leading position in blockchain security audits and incident response, while expanding into advisory services for emerging areas such as Stable coins, Financial Institutions, modular chains, and tokenisation.
• Geographic Expansion: Building on the Group’s revenue base to support further expansion in Europe, Asia, and North America, where demand for blockchain security services continues to strengthen.
• Operational Efficiency: The Group will continue to focus on scalability, disciplined cost management, and targeted investment in talent and technology.
The directors believe these initiatives will drive sustainable revenue growth, profitability, and long-term shareholder value.
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ZEPPELIN GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group’s operations expose it to financial risks, including currency risk, credit risk, and liquidity risk. The principal financial instruments comprise trade receivables, cash and cash equivalents, and trade and other payables.
• Currency Risk: The Group earns most of its revenue in USD, which provides stability against foreign exchange volatility. While certain operating expenses are incurred in GBP and EUR, these are monitored and managed in line with the Group’s treasury practices.
• Credit Risk: The Group’s credit risk arises primarily from trade receivables due from clients. This is managed through client due diligence, prudent invoicing practices, and continuous monitoring of outstanding balances. The directors consider the risk to be low given the nature of the Group’s client base.
• Liquidity Risk: The Group maintains strong cash reserves ($8.65m at 31 December 2024, compared with $14.5m in 2023) and has no external borrowings. This ensures the Group is well-positioned to meet its obligations as they fall due and to fund future growth initiatives.
The directors consider the Group’s financial risk management policies to be appropriate given its size, complexity, and operations.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Demian Elias Brener
Director
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Tomas Horacio French
Director
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ZEPPELIN GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD
We have audited the financial statements of ZEPPELIN GROUP LTD (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of material accounting policies set out on pages 24 - 29. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
In our opinion:
∙the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
∙the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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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. Our evaluation of the directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:
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 or 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.
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ZEPPELIN GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD (CONTINUED)
The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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ZEPPELIN GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD (CONTINUED)
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 Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙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 directors' responsibilities statement on page 36, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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.
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 an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding on specific laws and regulations which we considered may have a direct
material effect on the financial statements or the operations of the Group and the Parent company, including the
Companies Act 2006, taxation legislation, GDPR, anti-bribery and customer fund safeguarding.
• We obtained an understanding of how the company is complying with those legal and regulatory frameworks.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist
within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for fraud in the presumed significant
fraud risk in revenue recognition (allocation of total contract price to performance obligations). Our specific
procedures performed to address this risk included detailed review of customer contracts and a test of details
over the revenue balance, by recalculating the total revenue balance and agreeing fees to signed contracts.
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ZEPPELIN GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD (CONTINUED)
In line with all audits conducted under ISAs (UK), we are mandated to undertake specific procedures to address
the risk of management override. To mitigate the risk of fraud due to management override of controls, we
performed tests on the appropriateness of journal entries and other adjustments. We also assessed whether the
judgements made in accounting estimates indicated any potential bias and evaluated the business rationale for
any significant transactions that appeared unusual or were outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• Reviewing financial statement disclosures by testing supporting documentation to ensure compliance with
relevant laws and regulations that directly impact the financial statements.
• We challenged assumptions and judgements made by management in its significant accounting estimates. We
did not identify any key audit matters relating to irregularities, including fraud.
• Conducting analytical procedures to detect any unusual or unexpected relationships that might indicate risks of
material misstatement due to fraud.
• Consulting with management and external legal counsel regarding actual and potential litigation and claims, as
well as instances of non-compliance with laws and regulations.
• Reading the minutes of governance meetings and examining correspondence with HMRC.
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 auditors' report.
Nicholas Newman (Senior Statutory Auditor)
for and on behalf of
Harris & Trotter LLP
Chartered accountants & statutory auditors
101 New Cavendish Street
London
United Kingdom
W1W 6XH
24 September 2025
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ZEPPELIN GROUP LTD
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Realised gain/(loss) from Intangible Assets
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Other comprehensive income:
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Items that will not be reclassified to profit or loss:
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Items that will or may be reclassified to profit or loss:
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Total comprehensive income
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Profit for the year attributable to:
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Total comprehensive income attributable to:
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The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
REGISTERED NUMBER: 11313260
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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ZEPPELIN GROUP LTD
REGISTERED NUMBER: 11313260
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 10 to 47 were approved and authorised for issue by the board of directors and were signed on its behalf by:
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Demian Elias Brener
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Tomas Horacio French
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The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
REGISTERED NUMBER: 11313260
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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ZEPPELIN GROUP LTD
REGISTERED NUMBER: 11313260
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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The Company's profit for the year was $16,376,188 (2023 - $11,275,167).
The financial statements on pages 10 to 47 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Retained earnings (restated)
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Total attributable to equity holders of parent (restated)
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At 1 January 2024 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2024 (as restated)
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Share based payment reserve
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Transfers between other reserves
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Total contributions by and distributions to owners
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The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Retained earnings (restated)
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Total attributable to equity holders of parent (restated)
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At 1 January 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2023 (as restated)
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Total comprehensive income for the year
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Cancellation of share/purchase of own shares
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Transfers between other reserves
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Total contributions by and distributions to owners
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ZEPPELIN GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Retained earnings (restated)
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At 1 January 2024 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2024 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Share based payment reserve
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Total contributions by and distributions to owners
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The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Retained earnings (restated)
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At 1 January 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Issue of share capital/Purchase of own shares
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Total contributions by and distributions to owners
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The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Impairment of intangible assets
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Share-based payment expense
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Realised gain from intangible assets
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Non-Cash incentive – compensation and
bonuses
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Non operating expenses - others
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Exchange gain and loss (FX) - non cash
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Movements in working capital:
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(Increase)/Decrease in Debtors
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(Increase)/Decrease in other current assets
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(Increase)/Decrease in Accrued Revenue
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Increase/(Decrease) in Creditors
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Increase/(Decrease) in Deferred Revenue
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Increase/(Decrease) in other current liabilities
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Purchase of intangible assets
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Proceeds from sale of intangible assets
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Net cash from investing activities
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Cash flows from financing activities
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ZEPPELIN GROUP LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Purchase of ordinary shares for cancellation
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Other dividends (paid)/received
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Cash received on behalf of subsidiary
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Depreciation of tangible assets
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Share based payment expense
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Impairment of intangible assets
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Unrealised/ Realised Gains
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Non-cash incentive - compensation and bonuses
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Exchange gain and loss (FX) - non cash
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Movements in working capital:
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(Increase)/Decrease in Debtors
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(Increase)/Decrease in other current assets
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(Increase)/ Decrease in Accrued Revenue
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Increase/(Decrease) in Creditors
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Increase/(Decrease) in Deferred Revenue
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Increase/(Decrease) in other current liabilities
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Purchase of intangibles assets
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Realised Gain from Intangible Assets
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Income from investments in related companies
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ZEPPELIN GROUP LTD
COMPANY STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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Net cash used in investing activities
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Cash flows from financing activities
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Dividends paid on shares classified as liabilities
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Net cash from/(used in) financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 24 to 47 form part of these financial statements.
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ZEPPELIN GROUP LTD
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Functional and presentation currency
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Accounting estimates and judgments
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Realised gains/losses from intangible assets
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Employee benefit expenses
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Finance income and expense
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Property, plant and equipment
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Other non-current investments
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Trade and other receivables
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Related party transactions
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Events after the reporting date
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Basis of consolidation (continued)
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Changes in the Group's ownership interests in existing subsidiaries
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Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
The Group and Company recognise revenue in line with International Financial Reporting Standards 15 Revenue from contracts with customers, which core principle states that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Short-term and other long-term employee benefits
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A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The directors of the Group reviewed the Group's investment property portfolios and concluded that none of the Group's investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Group has not recognised any deferred taxes on changes in fair value of the investment properties as the Group is not subject to any income taxes on the fair value changes of the investment properties on disposal.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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(iii) Current and deferred tax for the year
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Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
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Property, plant and equipment
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Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
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(i) Intangible assets acquired separately
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Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
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(ii) Derecognition of intangible assets
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An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Impairment of non-financial assets (excluding inventories, investment properties and deferred tax assets)
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Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the Group's CGUs that are expected to benefit from a business combination that gives rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.
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Cash and cash equivalents
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Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Zeppelin Group Limited (“the Group”) is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address are as below: Registered number: 11313260 Registered office: 5 New Street Square London EC4A 3TW.
The Group operates globally and is a leading security services company in the blockchain industry. It provides security products to build, automate, and operate decentralised applications, while protecting leading organizations by performing security audits on their systems and products.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 22 September 2025.
Details of the Group's accounting policies, including changes during the year, are included in note 1.
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.
3.1 Changes in accounting policies
i) New Standards, interpretations and amendments effective from 1 January 2024
The following summarise the impacts of adopting new accounting standards on the Group's consolidated financial statements:
a. Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (issued on January 2020, effective for annual periods beginning on or after 1 January 2024) - the impact of the amendment is not material.
ii) New standards, interpretations and amendments not yet effective
A number of new standards are effective for annual periods beginning after 1 January 2024 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.
a. Amendment to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability - (issued on August 2023, effective for annual periods beginning on or after 1 January 2025) - Unlikely there will be a material impact
b. IFRS 18 – Presentation and Disclosure in Financial Statements (replaces IAS 1). Introduces new definitions for subtotals (operating profit and profit or loss before financing and tax), management-defined performance measure disclosures, and guidance on aggregation and disaggregation of information - (issued on April 2024, effective for annual periods beginning on or after 1 January 2027 - Unlikely there will be a material impact
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Functional and presentation currency
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These consolidated financial statements are presented in US dollars, which is the Company's functional currency. All amounts have been rounded to the nearest US dollar, unless otherwise indicated.
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Accounting estimates and judgments
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The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions in the Company’s consolidated financial statements. Significant estimates and assumptions include the determination of the recognition, measurement, and valuation of:
• Fair value of restricted token awards issued
• Revenues to be paid in tokens not yet issued
• Bonus accruals for team members
• Useful lives of intangible and fixed assets
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The following is an analysis of the Group's revenue for the year from continuing operations:
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Professional Services Fee
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Timing of revenue recognition:
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Services transferred over time
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In compliance with IFRS 8 Operating Segments, the Board of Directors, as chief operating decision maker, reviews financial information on a consolidated basis. The Group provides blockchain security services and is managed as a single reportable operating segment. Accordingly, no further segment disclosures are presented.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Group obtained the following services from the Company's auditors:
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In accordance with the applicable provisions of the Companies Act 2006, the company has taken the exemption from disclosing separately the amounts payable to the auditor in respect of non-audit services.
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Realised Gains/Losses from Intangible Assets
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Profit on disposal of intangible assets
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Employee benefit expenses
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Employee benefit expenses (including directors) comprise:
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Non-cash incentive expenses
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The monthly average number of persons, including the directors, employed by the Group during the year was as follows:
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Employee benefit expenses (including directors) comprise:
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Non-cash incentive expenses
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For the year ended 31 December 2024, the average number of employees was 2 (2023: 0).
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The highest paid director's emoluments were as follows:
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Finance income and expense
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Recognised in profit or loss
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Other interest receivable
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Net finance income recognised in profit or loss
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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13.1 Income tax recognised in profit or loss
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Current tax expense/(credit) on profit for the year
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
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Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
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Profit before income taxes
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13.2 Current tax assets and liabilities
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
13.Tax expense (continued)
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13.3 Deferred tax balances
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The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:
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Deferred tax - brought forward
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Deferred tax - credit for the period
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Property, plant and equipment
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
14.Property, plant and equipment (continued)
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Accumulated depreciation and impairment
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
14.Property, plant and equipment (continued)
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Accumulated depreciation and impairment
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Accumulated amortisation and impairment
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
15.Intangible assets (continued)
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Accumulated amortisation and impairment
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Details of the Group's material subsidiaries at the end of the reporting period are as follows:
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Place of incorporation and operation
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Proportion of ownership interest and voting power held by the Group (%)
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5) Contratos Inteligentes S.A
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Trade and other receivables
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Prepayments and accrued income
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Total trade and other receivables
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Less: current portion - trade receivables
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Less: current portion - prepayments and accrued income
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Less: current portion - other receivables
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Total non-current portion
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Receivables from related parties
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Prepayments and accrued income
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Total trade and other receivables
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total trade and other payables
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Payables to related parties
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total trade and other payables
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Ordinary shares of $0.0130690 each
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Ordinary shares of $0.013069 each
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At 1 January and 31 December
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Employee share option plan of the Company
The Group operates the 2019 Equity Incentive Plan, under which options to acquire ordinary shares have been granted to employees and consultants. The scheme is designed to align participants with long-term shareholder value creation and to attract and retain key talent.
Options granted under the plan carry exercise prices determined at the date of grant, with contractual terms of up to 10 years. Vesting conditions are typically service based, with graded vesting schedules over four years
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Weighted average exercise price
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Movements in share options
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Outstanding at 1 January 2024
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Exercised during the year
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Forfeited/lapsed during the year
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Outstanding at 31 December 2024
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Exercisable at 31 December 2024:
Number of options: 11,633; Weighted average exercise price: $415
Expense recognition and reserves movement
The total fair value of options granted under the 2019 Equity Incentive Plan, measured using the Black–Scholes model, amounts to $1,641,936.
The cumulative amount recognised to 31 December 2024 is broken down as follows:
Retained earnings (balance sheet): $1,138,923 representing the charge relating to options fully or partially vested as at 31 December 2023, corrected through opening retained earnings at 1 January 2024.
Profit or loss (share-based payment expense for FY24): $503,013 recognised within employee benefit expenses for the year ended 31 December 2024, in respect of options fully or partially vested during the year.
Share-based payment reserve (balance sheet): $1,641,936 representing the cumulative credit recognised in equity up to 31 December 2024.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium
The share premium reserve represents the excess of consideration received over the nominal value of shares issued. This reserve is not available for distribution.
Other reserves
The other reserves consist mainly of the share-based payment reserve, which represents the cumulative fair value of equity-settled share-based payment transactions recognised in equity.
As at 31 December 2024, the share-based payment reserve had a closing balance of $1,641,936 (2023: $1,138,923) for the Group and $1,641,936 (2023:$1,138,923) for the Company.
The closing balance of $1,641,936 as at 31 December 2024 for both the Group and the Company comprises a prior period correction of $1,138,923 and a current year charge of $503,013. See Note 23.
Profit and loss account
The retained earnings include accumulated profits and losses net of dividends declared.
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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Group related party transaction
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Transactions between Group entities, which are wholly owned subsidiaries, are eliminated on consolidation and have not been disclosed. The only related party transactions requiring disclosure are those with key management personnel.
Related parties include members of the Group’s Key Management Personnel (KMP). For the purposes of this disclosure, KMP comprises the Chief Executive Officer and Independent Directors.
The aggregate compensation of KMP is set out below (amounts presented in USD):
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Bonuses were accrued in the respective financial years and paid in the following year.
There were no company pension contributions, post-employment benefits, long-term benefits, or termination benefits were provided to KMP during the year. No loans, quasi-loans, guarantees, or other related party transactions were made available to KMP or their connected persons. No material outstanding balances with related parties existed as at 31 December 2023 or 31 December 2024.
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Company related party transactions
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Other related party transactions are as follows:
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Related party relationship
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ZEPPELIN GROUP LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Prior period error 1 - Non-recognition of expense related to share-based payments in the prior year
Nature of the Error
During the year ended 31 December 2024, the Group identified that share-based payment expenses relating to options that were fully or partially vested as at 31 December 2023 had not been recognised in the prior year. The error resulted in an understatement of expenses and the share-based payment reserve, and an overstatement of profit in the prior year.
Correction of the Error
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the error has been corrected retrospectively. The correction was effected by debiting the opening balance of retained earnings as at 1 January 2024 by $1,138,923 in respect of options that fully or partially vested in 2023, and by debiting profit or loss by $503,013 in respect of options that fully or partially vested during the current year, with a corresponding credit of $1,641,936 to the share-based payment reserve. See Note 21.
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Total Equity as of 1 January 2024
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Prior year adjustment on other reserves
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Prior year adjustment on retained earnings
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Equity (restated) after adjusting for the prior period error
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