Company No: 08908933 (England and Wales)

Contents

• Company Information
• Director's Report
• Director's Responsibilities Statement
• Independent Auditor's Report
• Profit and Loss Account
• Balance Sheet
• Statement of Changes in Equity
• Notes to the Financial Statements

DIRECTOR

Christian Zugel

REGISTERED OFFICE	2nd Floor 110 Cannon Street
	London
	EC4N 6EU
	United Kingdom

COMPANY NUMBER

08908933 (England and Wales)

AUDITOR	Dixon Wilson Audit Services LLP
	Statutory Auditor
	22 Chancery Lane
	London
	WC2A 1LS

The director presents this annual report and the audited financial statements of the company for the financial year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of the Company in the period was the provision of services supporting the investment management and advisory activities of the wider ZAIS Group group of companies.

GOING CONCERN

Following the end of the year the company ceased trading. A resolution was passed to commence a members' voluntary liquidation on 8 September 2025. The financial statements are therefore required to be prepared on a basis other than that of a going concern, however there are no differences between the financial statements prepared on a going concern basis or otherwise.

DIRECTOR

The director, who served during the financial year and to the date of this report, was as follows:

Christian Zugel

AUDITOR

The director confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

This Director's Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006.

Approved and signed by:

Christian Zugel Director

17 September 2025

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the director must not approve the financial statements unless the director is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that financial period.

In preparing these financial statements, the director is required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. The director is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of ZAIS Group (UK) Limited for the financial year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity, the accounting policies, and the related notes 1 to 8, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice) incorporating the requirements of Section 1A.

In our opinion the financial statements of ZAIS Group (UK) Limited (the ‘company’):
* Give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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)). Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to the going concern disclosures in the director's report and note 1 to the financial statements, which explain that following the end of the period the company ceased trading and a members' voluntary liquidation has commenced. Accordingly the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Director's Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
* The financial statements are not in agreement with the accounting records and returns; or
* Certain disclosures of director's remuneration specified by law are not made; or
* We have not received all the information and explanations we require for our audit; or
* The director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Director's Report and from the requirement to prepare a Strategic Report.

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, the director is 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 director 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

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

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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 gained an understanding of the legal and regulatory framework applicable to the Company by considering, amongst other things, the industry and sector in which it operates, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the assessed level of risk, but recognised that 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, UK Company Law and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Gordon Spinks (Senior Statutory Auditor)
For and on behalf of Dixon Wilson Audit Services LLP
Statutory Auditor

22 Chancery Lane
London
WC2A 1LS

25 September 2025

	Note	2024		2023
		£		£
Turnover		803,643		866,081
Administrative expenses		( 797,313)		( 864,415)
Operating profit and profit before taxation	3	6,330		1,666
Tax on profit		( 9,574)		( 7,788)
Loss for the financial year		( 3,244)		( 6,122)

	Note	2024		2023
		£		£
Current assets
Debtors	5	1,223,941		1,257,162
Cash at bank and in hand		61,874		35,152
		1,285,815		1,292,314
Creditors: amounts falling due within one year	6	( 223,724)		( 258,918)
Net current assets		1,062,091		1,033,396
Total assets less current liabilities		1,062,091		1,033,396
Net assets		1,062,091		1,033,396
Capital and reserves
Called-up share capital		1		1
Profit and loss account		1,062,090		1,033,395
Total shareholder's funds		1,062,091		1,033,396

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

The financial statements of ZAIS Group (UK) Limited (registered number: 08908933) were approved and authorised for issue by the Director on 17 September 2025. They were signed on its behalf by:

Christian Zugel Director

	Called-up share capital		Profit and loss account		Total
	£		£		£
At 01 January 2023	1		999,941		999,942
Loss for the financial year	0		( 6,122)		( 6,122)
Total comprehensive loss	0		( 6,122)		( 6,122)
Grant of equity awards by parent	0		39,576		39,576
At 31 December 2023	1		1,033,395		1,033,396
At 01 January 2024	1		1,033,395		1,033,396
Loss for the financial year	0		( 3,244)		( 3,244)
Total comprehensive loss	0		( 3,244)		( 3,244)
Grant of equity awards by parent	0		31,939		31,939
At 31 December 2024	1		1,062,090		1,062,091

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

ZAIS Group (UK) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 22 Chancery Lane, London, WC2A 1LS, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

Going concern

In May 2025 the director made the decision that the company would cease trading, followed by a solvent winding up through a members' voluntary liquidation, with residual trading activities transferred to a fellow group company. A resolution to commence a members' voluntary liquidation was passed on 8 September 2025. The financial statements are therefore required to be prepared on a basis other than the going concern basis, but there are no differences between the accounts on a going concern basis and otherwise.

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the provision of services to clients. Turnover is recognised as the related services are supplied to clients.

Share-based payment

The group operates an equity-settled, share-based compensation plan. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. Awards are granted by and in the equity of the group holding company, and recognised as a capital contribution directly in equity in the Company's financial statements.

Taxation

Current tax
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.

Deferred tax
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Trade and other debtors

Trade debtors are amounts due from the Company's client for services performed in the ordinary course of business. Trade debtors and accrued income are recognised at the amount receivable and are due on demand.

Trade and other creditors

Trade and other creditors are short term non-interest bearing liabilities measured at the amount payable without discounting.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year	1		1

3. Operating profit and profit before taxation

Operating profit and profit before taxation is stated after charging/(crediting):

	2024		2023
	£		£
Fees payable to the company's auditor for the audit of the company's annual financial statements	9,450		9,450

4. Tax on profit

	2024		2023
	£		£
Current tax on profit
UK corporation tax	8,724		8,750
Total current tax	8,724		8,750
Deferred tax
Origination and reversal of timing differences	850		1,002
Effect of increase in tax rate on opening liability	0		( 1,964)
Total deferred tax	850		( 962)
Total tax on profit	9,574		7,788

5. Debtors

	2024		2023
	£		£
Amounts owed by group undertakings	1,207,044		1,238,589
Prepayments	3,038		2,888
Deferred tax asset	6,331		7,181
VAT recoverable	7,528		6,479
Other debtors	0		2,025
	1,223,941		1,257,162

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	2,757		257
Corporation tax	8,717		8,751
Other creditors	212,250		249,910
	223,724		258,918

7. Deferred tax

	2024		2023
	£		£
At the beginning of financial year	7,181		6,219
(Charged)/credited to the Profit and Loss Account	( 850)		962
At the end of financial year	6,331		7,181

The deferred taxation balance is made up as follows:

	2024		2023
	£		£
Accelerated capital allowances	6,304		7,154
Other timing differences	27		27
	6,331		7,181

8. Ultimate controlling party

Parent Company:

ZAIS Group, LLC

101 Crawfords Corner Rd Holmdel, New Jersey 07733 USA