REGISTERED NUMBER: 12366042 (England and Wales)

Report of the Directors and

Audited

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Zenzic Succession (Income) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Notes to the Consolidated Financial Statements

11

DIRECTORS:

T R Lloyd-Jones

D Beach

N Buckland

SECRETARY:

J O Lloyd-Jones

REGISTERED OFFICE:

2 London Wall Place

London

EC2Y 5AU

REGISTERED NUMBER:

12366042 (England and Wales)

AUDITORS:

Garside and Co. Limited

Chartered Accountant & Statutory Auditor

Suite 631, Linen Hall

162-168 Regent Street

London

W1B 5TG

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

REVIEW OF BUSINESS

This was the fifth year of trading for the group and the directors are pleased to advise that the group was able to build on foundations laid in its previous years, growing its loan book over the year. The group generated a pre-tax profit for the period under review of £498,655 (2023: £219,082).

FUTURE DEVELOPMENTS

The directors continue to develop the group's loan book providing development finance to property developers. The group faces the normal risks that all development finance lenders experience but given the quality of the management team that is in place it believes it is able to manage these risks well. The directors are confident that the group has the platform to generate profitable opportunities for the group in the future.

DIRECTORS

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

T R Lloyd-Jones

D Beach

N Buckland

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Garside and Co. Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D Beach - Director

30 September 2025

Opinion

We have audited the financial statements of Zenzic Succession (Income) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

-	the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

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

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

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

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

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Identifying and responding to risks of material misstatement due to fraud

As required by auditing standards, and taking into account possible pressures to meet profit targets and our overall knowledge of the control environment, we performed procedures to address the risks of management override of controls and the risk of fraudulent revenue recognition, the risk that those in charge with management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as the valuation of fixed assets and financial instruments and depreciation policies.

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

Our risk assessment procedures included:

- Enquiring of those charged with management and inspection of key papers as to the policies and procedures to prevent and detect fraud, including the process for engaging management to identify fraud risks specific to the entity's sector, as well as whether they have knowledge of any actual, suspected, or alleged fraud;

- Reviewing minutes of directors' meetings;

- Reviewing internal risk assessment reports;

- Considering management's incentives and opportunities for fraudulent manipulation of the financial statements;

- Assessing significant accounting estimates for bias; and

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and FRS 102.

The entity is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

As the entity is unregulated, our assessment of risks involved gaining an understanding of the control environment including the entity's procedures for complying with laws and any relevant regulatory requirements. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

Our procedures included:

- Discussion with those in charge with management, and from inspection of the entity's regulatory and legal correspondence;

- Discussion with those charged with management the policies and procedures regarding compliance with laws and regulations;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

- Enquiry of management, those charged with governance around actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 are not responsible for preventing non-compliance or fraud and cannot be expected to detect noncompliance with all laws and regulations

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

Use of our report

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

Gareth Owen Hughes BSc ACA (Senior Statutory Auditor)

for and on behalf of Garside and Co. Limited

Chartered Accountant & Statutory Auditor

Suite 631, Linen Hall

162-168 Regent Street

London

W1B 5TG

30 September 2025

TURNOVER

1,418,415

324,828

Administrative expenses

(913,734

)

(115,761

)

OPERATING PROFIT

504,681

209,067

Interest receivable and similar income

(6,026

)

10,015

PROFIT BEFORE TAXATION

498,655

219,082

Tax on profit

(124,664

)

(42,475

)

PROFIT FOR THE FINANCIAL YEAR

373,991

176,607

Profit attributable to:

Owners of the parent

373,991

176,607

CURRENT ASSETS

Debtors

7

11,450,222

6,463,214

Cash at bank and in hand

252,520

175,872

11,702,742

6,639,086

CREDITORS

Amounts falling due within one year

8

(2,294,512

)

(2,159,069

)

NET CURRENT ASSETS

9,408,230

4,480,017

TOTAL ASSETS LESS CURRENT LIABILITIES

9,408,230

4,480,017

CAPITAL AND RESERVES

Called up share capital

7,379,003

3,687,256

Share premium

1,378,215

515,740

Retained earnings

651,012

277,021

9,408,230

4,480,017

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

D Beach - Director

FIXED ASSETS

Investments

6

100

100

CURRENT ASSETS

Debtors

7

11,477,693

6,463,714

Cash at bank and in hand

223,168

175,272

11,700,861

6,638,986

CREDITORS

Amounts falling due within one year

8

(2,292,731

)

(2,159,070

)

NET CURRENT ASSETS

9,408,130

4,479,916

TOTAL ASSETS LESS CURRENT LIABILITIES

9,408,230

4,480,016

CAPITAL AND RESERVES

Called up share capital

7,379,003

3,687,256

Share premium

1,378,215

515,740

Retained earnings

651,012

277,020

9,408,230

4,480,016

Company's profit for the financial year

373,992

176,606

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

D Beach - Director

1.	STATUTORY INFORMATION

Zenzic Succession (Income) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The group and individual financial statements of Zenzic Succession (Income) Limited have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention.

The parent company has taken the exemption from preparing a separate profit and loss account as permitted under section 408 of Companies Act 2006.

Basis of consolidation

The consolidated financial statements present the results of Zenzic Succession (Income) Limited and all of its subsidiaries (the 'group') as if they form a single entity. Accounting policies consistent with those of the parent are used and all intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

The group's financial statements are presented in pound sterling, which is the functional currency of the entity.

The company’s functional and presentation currency is the pound sterling.

Significant judgements and estimates

In the application of the group's and company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover

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

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Trade and other creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Short term creditors are measured at transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Financial instruments

The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Investments in non-convertible preference shares and in non-puttable ordinary and preference shares are measured:

i. At fair value with changes recognised in profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably;

ii. At cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment in the separate financial statements of the parent company.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	DIRECTORS' EMOLUMENTS

31.12.24

31.12.23

£

£

Directors' remuneration

12,150

10,800

Zenzic Succession (Income) Limited has executed a Directors Service Agreement with Colfax Corporate Limited. Previously these services were provided by Truva Trustees Limited, a company related to Colfax Corporate Limited. Under this agreement Colfax will provide independent directors. During the accounting period Zenzic Succession (Income) Limited paid £12,150 (2023: £10,800) under this agreement.

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

100

NET BOOK VALUE

At 31 December 2024

100

At 31 December 2023

100

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

Subsidiary

Zenzic Lending (Income) Limited

Company number: 12366569

Registered office: 2 London Wall Place, London, England, EC2Y 5AU

Nature of business: Activities of venture and development capital companies

%

Class of shares:

holding

Ordinary

100.00

7.

DEBTORS

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£

£

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

-

-

1,406,356

1,905,782

Loans granted

1,360,701

1,839,978

-

-

Other debtors

18,184

65,304

-

-

Prepayments

4,293

34,107

4,293

34,107

1,383,178

1,939,389

1,410,649

1,939,889

Amounts falling due after more than one

year:

Amounts owed by group undertakings

-

-

10,067,044

4,523,825

Loans granted

10,067,044

4,523,825

-

-

10,067,044

4,523,825

10,067,044

4,523,825

Aggregate amounts

11,450,222

6,463,214

11,477,693

6,463,714

Loans granted represent secured loans granted with a maturity not exceeding 36 months. The security for the loans is administered by ZSL Capital Limited and ZSL Cap 1 Limited. Both are related parties as detailed in Note 9. Other debtors represent amounts owed by ZSL Capital and ZSL Operations in respect of loan principal repayments and arrangement fees processed on behalf of the group as detailed in Note 9.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£

£

£

£

Trade creditors

144,536

32,874

144,536

32,874

Taxation and social security

115,952

42,475

115,952

42,475

Other creditors

2,034,024

2,083,720

2,032,243

2,083,721

2,294,512

2,159,069

2,292,731

2,159,070

Included in Trade creditors and Other creditors are amounts owed to related parties of £144,536 (2023: £30,174) and £1,782 (2023: £Nil) respectively. Also included in other creditors is an amount owed to related parties in respect of loans made. This is further detailed in Note 9.

9.	RELATED PARTIES

ZSL Capital Limited owns 100 Ordinary shares of Zenzic Succession (Income) Limited. This represents less than 0.01 % of the issued share capital of the company. ZSL Capital was the founding shareholder of Zenzic Succession (Income) Limited. The shares held do not have special provisions and have the same voting, dividend and winding up rights as all other shares.

Two of the directors are also directors of ZSL Capital Limited. During the accounting period Zenzic Succession (Income) Limited (the Group) paid £843,546 (2023: £58,653) to ZSL Capital Limited in respect of fees that it was contractually entitled to.

ZSL Capital Limited (and its subsidiary ZSL Cap 1 Limited) acted as security trustee in respect of the collateral for the secured loans which are detailed in Note 7. During the accounting period ZSL Capital Limited and ZSL Cap 1 Limited settled some of Zenzic Succession (Income) Limited trade payables and received the principal on certain loan repayments. At the balance sheet date included in Other debtors (see Note 7) was an amount of £Nil (2023: £65,304), and within Trade creditors (see Note 8) £144,536 (2023: £Nil) in respect of these.

Two of the directors are also directors of ZSL Operations Limited. During the year ended 31 December 2024 this company acted as a financial intermediary through which the group advanced their funds into the underlying loans. As at the balance sheet date, an amount of £18,184 was included in Other debtors (see Note 7), and £1,782 was included in Other creditors (see Note 8) in respect of recharges in relation to this service.

Two of the directors are also directors of Zenzic Succession (Growth) Limited. Included in Other creditors (see Note 8) is a loan from this company. As at the balance sheet date £2,015,864 was outstanding. This loan is secured by a charge over the development properties and interest of £14,318 was charged. The loan was repaid in full after the balance sheet date.