Company registration number 08615815 (England and Wales)
AZEBRA GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
AZEBRA GROUP LTD
COMPANY INFORMATION
Director
S Overhead
Company number
08615815
Registered office
11-15 Dix's Field
Exeter
Devon
EX1 1QA
Auditor
Myers Clark
Suite 7A, Building 6
Croxley Park, Hatters Lane
Watford
Hertfordshire
WD18 8YH
Business address
11-15 Dix's Field
Exeter
Devon
EX1 1QA
AZEBRA GROUP LTD
CONTENTS
Page
Strategic report
1
Director's report
2
Director's responsibilities statement
3
Independent auditor's report
4 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 26
AZEBRA GROUP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The director presents the strategic report for the year ended 31 December 2024.

Review of the business and future developments

The results for the year and the group’s financial position are as shown in the following statutory accounts.

During the year, turnover decreased from £65,580,044 to £60,225,751, a decrease of 8.1%. Operating losses of £233,454 compared to losses of £3,304,567 in 2023.The group reported losses after tax of £234,318 compared to losses of £3,338,511 in 2023. This was ultimately due to bad debts being written off in 2023 total of £3,413,159.

The group continues to invest in systems, people and clients to ensure that we adapt to change in customer requirements and legislation. In a competitive environment we continue to focus on customer relationships and our high quality service, whilst ensuring compliance with legislation.
On the 21st April 2025 the company sold its 100% shareholding in both subsidiaries Azebra Pay Limited and Azebra Solutions Limited.

Principal risks and uncertainties

The group continually identifies its risks and uncertainties, and how these may affect the group. In common with similar businesses, the group may be impacted by changes to UK legislation, for example changes relating to employment intermediaries and travel and subsistence expenses. The group ensures that its systems, operations and compliance are both flexible and robust enough to enable us to adapt to any changes.
Liquidity risk

The group monitors and reviews liquidity risks regularly on an ongoing basis and also as part of the planning process. The director considers short-term requirements against available sources of funding, taking into account cash flow and response to any identified needs as necessary to support the business.

On behalf of the board

S Overhead
Director
10 October 2025
AZEBRA GROUP LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
The director presents her annual report and financial statements for the year ended 31 December 2024.
Principal activities

The principal activity of the company and group continued to be the provision of outsourced payroll, administrative and accounting services.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

S Overhead
Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present.

Auditor

Myers Clark were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
S Overhead
Director
10 October 2025
AZEBRA GROUP LTD
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

AZEBRA GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AZEBRA GROUP LTD
- 4 -
Opinion

We have audited the financial statements of Azebra Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, 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).

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 loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

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 our audit:

- T he information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

AZEBRA GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AZEBRA GROUP LTD
- 5 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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 director

As explained more fully in the director's r esponsibilities s tatement, 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 determines 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 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 director either intends to liquidate the parent company or to cease operations, or has 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 the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

AZEBRA GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AZEBRA GROUP LTD
- 6 -

Identifying and assessing risks of material misstatements in respect of irregularities

In identif ying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following;

- t he nature of the industry and sector, control environment and business performance including the design of the remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of m anagement about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and review ed the company’s documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulation and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, tax legislation and pension legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included e mployment law and the Health and Safety Act.

Audit response to risks identified

As a result of performing the above, we identified revenue recognition and the management override of controls as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- testing the completeness of income from outside the accounting system to within;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

AZEBRA GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AZEBRA GROUP LTD
- 7 -

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.

Paul Windmill (Senior Statutory Auditor)
for and on behalf of Myers Clark
10 October 2025
Chartered Accountants
Statutory Auditor
Suite 7A, Building 6
Croxley Park, Hatters Lane
Watford
Hertfordshire
WD18 8YH
AZEBRA GROUP LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
60,225,751
65,580,044
Cost of sales
(59,244,971)
(64,273,837)
Gross profit
980,780
1,306,207
Administrative expenses
(1,086,000)
(1,158,860)
Exceptional item
4
13,974
(3,413,159)
Operating loss
(91,246)
(3,265,812)
Interest payable and similar expenses
7
(142,208)
(38,755)
Loss before taxation
(233,454)
(3,304,567)
Tax on loss
8
(864)
(33,944)
Loss for the financial year
(234,318)
(3,338,511)
Loss for the financial year is all attributable to the owners of the company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

AZEBRA GROUP LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Loss for the year
(234,318)
(3,338,511)
Other comprehensive income
-
-
Total comprehensive income for the year
(234,318)
(3,338,511)
Total comprehensive income for the year is all attributable to the owners of the company.
AZEBRA GROUP LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
9
8,324
9,244
8,324
9,244
Current assets
Debtors
12
652,745
429,444
Cash at bank and in hand
212,956
1,440,947
865,701
1,870,391
Creditors: amounts falling due within one year
13
(4,253,018)
(5,013,977)
Net current liabilities
(3,387,317)
(3,143,586)
Total assets less current liabilities
(3,378,993)
(3,134,342)
Creditors: amounts falling due after more than one year
14
(3,616)
(13,949)
Net liabilities
(3,382,609)
(3,148,291)
Capital and reserves
Called up share capital
16
110
110
Profit and loss reserves
(3,382,719)
(3,148,401)
Total equity
(3,382,609)
(3,148,291)
The financial statements were approved and signed by the director and authorised for issue on 10 October 2025
10 October 2025
S Overhead
Director
Company registration number 08615815 (England and Wales)
AZEBRA GROUP LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
8,324
9,244
Investments
10
102
102
8,426
9,346
Current assets
Debtors
12
514,421
224,031
Cash at bank and in hand
21,814
5,773
536,235
229,804
Creditors: amounts falling due within one year
13
(514,586)
(209,678)
Net current assets
21,649
20,126
Net assets
30,075
29,472
Capital and reserves
Called up share capital
16
110
110
Profit and loss reserves
29,965
29,362
Total equity
30,075
29,472

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £603 (2023 - £29,151 profit).

The financial statements were approved and signed by the director and authorised for issue on 10 October 2025
10 October 2025
S Overhead
Director
Company registration number 08615815 (England and Wales)
AZEBRA GROUP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
110
190,110
190,220
Year ended 31 December 2023:
Loss and total comprehensive income
-
(3,338,511)
(3,338,511)
Balance at 31 December 2023
110
(3,148,401)
(3,148,291)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(234,318)
(234,318)
Balance at 31 December 2024
110
(3,382,719)
(3,382,609)
AZEBRA GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
110
211
100
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
29,151
29,151
Balance at 31 December 2023
110
29,362
29,472
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
603
603
Balance at 31 December 2024
110
29,965
30,075
AZEBRA GROUP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
20
(989,178)
1,409,190
Interest paid
(142,208)
(38,755)
Income taxes refunded
12,376
37,078
Net cash (outflow)/inflow from operating activities
(1,119,010)
1,407,513
Investing activities
Purchase of tangible fixed assets
(2,150)
(2,022)
Proceeds from other investments and loans
(96,299)
(129,668)
Interest received
-
0
(2)
Net cash used in investing activities
(98,449)
(131,692)
Financing activities
Repayment of bank loans
(10,648)
(63,113)
Net cash used in financing activities
(10,648)
(63,113)
Net (decrease)/increase in cash and cash equivalents
(1,228,107)
1,212,708
Cash and cash equivalents at beginning of year
1,440,947
228,239
Cash and cash equivalents at end of year
212,840
1,440,947
Relating to:
Cash at bank and in hand
212,956
1,440,947
Bank overdrafts included in creditors payable within one year
(116)
-
AZEBRA GROUP LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
95,733
81,568
Income taxes refunded
18,640
36,832
Net cash inflow from operating activities
114,373
118,400
Investing activities
Purchase of tangible fixed assets
(2,149)
(2,022)
Proceeds from other investments and loans
(96,299)
(129,668)
Net cash used in investing activities
(98,448)
(131,690)
Net cash used in financing activities
-
0
-
0
Net increase/(decrease) in cash and cash equivalents
15,925
(13,290)
Cash and cash equivalents at beginning of year
5,773
19,063
Cash and cash equivalents at end of year
21,698
5,773
Relating to:
Cash at bank and in hand
21,814
5,773
Bank overdrafts included in creditors payable within one year
(116)
-
AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Azebra Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 1 Kings Park, Primrose Hill, Kings Langley, Herts, WD4 8ST.

The group consists of Azebra Group Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated financial statements incorporate those of Azebra Group Ltd and all of its subsidiaries (ie entities that the g roup controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Turnover includes revenue earned form the rendering of payroll services. Turnover from the rendering of payroll services is recognised at the point of payslip generation.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
20% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and 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.

AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover

An analysis of the group's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Payroll services
60,225,751
65,580,044
2024
2023
£
£
Turnover analysed by geographical market
UK
60,225,751
65,580,044
4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional -Bad debt released
(13,974)
3,413,159
(13,974)
3,413,159

In the prior year bad debts were written off against two companies under common control.

AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
10,000
5,000
Audit of the financial statements of the company's subsidiaries
15,000
15,000
25,000
20,000
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
On-site employees
19
16
19
19
Off-site employees
3,100
2,440
-
-
Directors
2
2
-
-
3,121
2,458
19
19

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
50,624,552
54,430,839
778,075
642,310
Social security costs
4,295,595
4,855,021
70,245
58,595
Pension costs
469,379
490,963
8,378
7,201
55,389,526
59,776,823
856,698
708,106
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
9,328
Other interest on financial liabilities
-
(3,821)
-
5,507
Other finance costs:
Other interest
142,208
33,248
Total finance costs
142,208
38,755
AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
864
33,944

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(233,454)
(3,304,567)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
(44,356)
(627,868)
Tax effect of expenses that are not deductible in determining taxable profit
45,220
661,812
Taxation charge
864
33,944
9
Tangible fixed assets
Group
Computers
£
Cost
At 1 January 2024
13,330
Additions
2,150
At 31 December 2024
15,480
Depreciation and impairment
At 1 January 2024
4,086
Depreciation charged in the year
3,070
At 31 December 2024
7,156
Carrying amount
At 31 December 2024
8,324
At 31 December 2023
9,244
AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Tangible fixed assets
(Continued)
- 22 -
Company
Computers
£
Cost
At 1 January 2024
13,330
Additions
2,150
At 31 December 2024
15,480
Depreciation and impairment
At 1 January 2024
4,086
Depreciation charged in the year
3,070
At 31 December 2024
7,156
Carrying amount
At 31 December 2024
8,324
At 31 December 2023
9,244
10
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
11
-
0
-
0
102
102
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
102
Carrying amount
At 31 December 2024
102
At 31 December 2023
102
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
aZebra Pay Ltd
United Kingdom
Ordinary
100.00
aZebra Solutions Ltd
United Kingdom
Ordinary
100.00
AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
12
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
100,378
183,281
(4,917)
-
0
Corporation tax recoverable
15,655
22,737
-
0
-
0
Amounts owed by group undertakings
-
-
-
6,495
Amounts owed by undertakings in which the company has a participating interest
179,423
22,630
179,172
18,177
Other debtors
319,196
178,021
302,073
176,584
Prepayments and accrued income
38,093
22,775
38,093
22,775
652,745
429,444
514,421
224,031
13
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
16,381
16,581
116
-
0
Trade creditors
56,961
51,199
52,642
46,825
Amounts owed to group undertakings
-
-
0
214,642
-
0
Corporation tax payable
82,360
76,202
68,527
49,023
Other taxation and social security
3,680,231
4,585,157
112,467
72,587
Other creditors
394,691
264,266
43,800
20,671
Accruals and deferred income
22,392
20,572
22,392
20,572
4,253,016
5,013,977
514,586
209,678
14
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
3,616
13,949
-
0
-
0

Bank loans include a Bounce Back Loan of £14,266. These amounts are secured by way of a fixed and floating charge over the company's assets. Interest charged to the profit and loss is £539 (2023: £758)) and there is £nil (2023: £nil) interest remaining unpaid at the year end.

15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
465,647
486,942
AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Retirement benefit schemes
(Continued)
- 24 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

16
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
100 Ordinary shares of £1 each
100
100
100
100
10 Ordinary B shares of £1 each
10
10
10
10
110
110
110
110
17
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
-
-
24,000
24,000
Between two and five years
-
-
77,000
96,000
-
-
96,000
120,000
18
Events after the reporting date

On the 21st April 2025 the company sold its 100% shareholding in both subsidiaries Azebra Pay Limited and Azebra Solutions Limited.

AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
19
Related party transactions

In the prior year £3,413,159 of bad debts were written off against two companies under common control.

At the year end Azebra Group Limited are owed £179,172 (2023: £20,218) from The Black Horse Pub Limited, a company under common control.

At the year end Azebra Group Limited are owed £4,401 (2023: £4,401) from Parkers of Exeter Limited, a company under common control.

At the year end Azebra Group Limited are owed £59,810 (2023: £27,010) from a director in Azebra Pay.

At the year end Azebra Group Limited are owed £242,263 (2023: £145,964) from a director in Azebra Group Limited.

The company is applying the exemption within FRS 102 S33.1A to not disclose transactions with members of the group.

20
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(234,318)
(3,338,511)
Adjustments for:
Taxation charged
864
33,944
Finance costs
142,208
38,755
Depreciation and impairment of tangible fixed assets
3,070
2,639
Movements in working capital:
(Increase)/decrease in debtors
(134,085)
3,358,942
(Decrease)/increase in creditors
(766,917)
1,313,421
Cash (absorbed by)/generated from operations
(989,178)
1,409,190
21
Cash generated from operations - company
2024
2023
£
£
Profit after taxation
603
29,151
Adjustments for:
Taxation charged
864
7,396
Depreciation and impairment of tangible fixed assets
3,070
2,639
Movements in working capital:
(Increase)/decrease in debtors
(194,092)
433,116
Increase/(decrease) in creditors
285,288
(390,733)
Cash generated from operations
95,733
81,569
AZEBRA GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
22
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,440,947
(1,227,991)
212,956
Bank overdrafts
-
0
(116)
(116)
1,440,947
(1,228,107)
212,840
Borrowings excluding overdrafts
(30,530)
10,649
(19,881)
1,410,417
(1,217,458)
192,959
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