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Registered number: 05150117
CEROS NO.1 LIMITED
AUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JULY 2025
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CEROS NO.1 LIMITED
REGISTERED NUMBER: 05150117
BALANCE SHEET
AS AT 31 JULY 2025
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Debtors: due after more than one year
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 May 2026.
The notes on pages 4 to 14 form part of these financial statements.
Page 1
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CEROS NO.1 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
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Comprehensive income for the year
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Fair value gain on swap position
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Deferred tax on fair value adjustments
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Total comprehensive income for the year
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The notes on pages 4 to 14 form part of these financial statements.
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Page 2
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CEROS NO.1 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
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Comprehensive income for the year
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Fair value loss on swap position
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Deferred tax on fair value adjustments
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Total comprehensive income for the year
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Page 3
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Ceros No.1 Limited is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006, and registered England and Wales registered number 05150117. The registered office is Albany House, Claremont Lane, Esher, Surrey, KT10 9FQ. The principal place of business is 24 Savile Row, London, W1S 2ES.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
These financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest £.
The following principal accounting policies have been applied:
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Compliance with accounting standards
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The financial statements have been prepared using FRS102 The Financial Reporting Standard applicable in the UK and the republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies, with the exception of the matter disclosed in note 2.14.
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Exemption from preparing consolidated financial statements
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The Company and the Group headed by it qualify as small as per section 383 of the Companies Act 2006. The Parent and Group are therefore considered eligible for the exemption to prepare consolidated accounts.
These financial statements have been prepared on a going concern basis under the expectation that the Company will continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. The Director has performed an assessment of the appropriateness of the going concern basis of preparation, in doing so has taken into account the key risks to the business.
The Company has made a profit in the period and remains in a net liability position. The Company is part of a financing structure investing in its subsidiary which holds an investment property. The subsidiary was profitable during the period and over the life of the project the financing structure is projected to generate sufficient cash flows to meet all its liabilities as they fall due. Accordingly, the Director has a reasonable expectation that the Company will continue as a going concern and consider it appropriate that the financial statements should be prepared on a going concern basis.
Interest payable is recognised using the effective interest method, which takes into account related fees and transaction costs.
Page 4
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the 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.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax is recognised on the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 5
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Page 6
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Page 7
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to fair value at each reporting date. Fair value gains and losses are recognised in the statement of other comprehensive income unless hedge accounting is applied and the hedge is a cash flow hedge.
To qualify for hedge accounting, the Company documents the hedged item, the hedging instrument and the hedging relationship between them and the causes of hedge ineffectiveness.
The Company elects to adopt hedge accounting for interest rate swaps and inflation rate swaps (the 'swaps') where:
∙The swaps are a qualifying hedging instrument with an external party that hedges interest and inflation rate risk on a loan, part of the nominal amount of a loan, or a group of loans managed together that share the same risk and that qualify as a hedged item.
∙The hedging relationship between the swaps and the interest rate risk on the loan is consistent with the risk management objectives for undertaking hedges (i.e. to manage the risk that fixed interest rates become unfavourable in comparison to current market rates or the variability in cash flows arising from variable interest rates).
The change in the fair value of the swaps is expected to move inversely to the change in the fair value of the interest rate risk on the loan.
The Company uses interest rate swaps to manage its exposure to interest rate risk on its bank loans. These derivatives are measured at fair value at each balance sheet date.
To better reflect the nature of the long term financing structure in operation, and in a modification from accounting standards, all cumulative hedging gains or losses on the hedged item are recognised as an asset or liability, with a corresponding gain or loss recognised in the statement of comprehensive income. This treatment better reflects the financing profile in operation across the life of the structure.
Page 8
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
Bank loans
As set out in note 8, the Company's bank borrowings attract interest at a variable rate based on 3 month GBP SONIA, the risk free rate administered by the Bank of England +1%. Bank loans are held at amortised cost which requires the Director to forecast the expected interest payable over the life of the loan and recognise, in the statement of income and retained earnings, interest annually at an effective rate. Each year end the Director update their forecasts and recognise any difference between actual and forecast interest payable as an adjustment to the effective interest expense. Forecasts require an estimation as to future SONIA rates, based on current market data. Actual rates will vary from forecast over the loan lifetime, rendering the effective interest rate calculated an estimate subject to these variations. If interest payable over the life of the loan were to be considerably different to the Director forecasts there could be a material impact on the carrying value of the bank loans and associated interest payable expense.
The average monthly number of employees, including directors, during the year was 1 (2024 - 1).
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Investment in subsidiary company
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Page 9
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Due after more than one year
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Included within other debtors is a related party loan of £10,000 (2024: £145,000) which is interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Refer to note 8 for details of bank loans and interest rate swaps.
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Page 10
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Creditors: Amounts falling due after more than one year
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Bank loans
Bank loans comprise loans held at amortised cost which attract interest at a variable rate based on 3 month GBP SONIA + 1%. The loan is repayable in instalments with a final bullet repayment due on maturity in 2039.
The bank loan is secured by a mortgage over all the group undertakings and all property and assets, present and future. Ceros (Bradford) Limited, the Company's subsidiary, has provided a guarantee in respect of Ceros No.1 Limited's liabilities to the bank. The loan is also secured by a charge over the ordinary shares of Ceros (Bradford) Limited.
Other loans
Other loans comprise an interest bearing bond at 13.6%, with both accrued interest and bond principal being fully payable upon redemption in 2039.
Interest rate swap
For details of the interest rate swap refer to note 9.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Repayable other than by instalments
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Page 11
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Financial assets measured at fair value through profit or loss
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Derivative financial instruments measured at fair value through other comprehensive income
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Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.
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Derivative financial instruments measured at fair value through other comprehensive income (OCI) comprise interest rate and RPI inflation swaps used to manage the Company's interest rate and inflation exposures and variability in cashflows required to service its loan obligations.
Fair values are calculated using valuation techniques, the inputs for which are based on market data at the balance sheet date. The fair value of the swaps is determined using the forward curve for GBP SONIA and the UK Retail Price Index.
The fair value gain in the period of £525,054 (2024 - loss £307,023) has been recognised in the statement of OCI.
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Page 12
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Charged to other comprehensive income
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The deferred tax asset is made up as follows:
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Remeasurement of inflation and interest rate swaps
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Allotted, called up and unpaid
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2 (2024 - 2) Ordinary shares of £1.00 each
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Other reserves
The other reserve represents the impact from transition to FRS 102 in a previous period from UK GAAP. This is an undistributable reserve.
Fair value reserve
The fair value reserve represents unrealised gains and losses from fair value movements on swap positions and associated movement in deferred tax held to manage the Company's exposure to interest rate and inflation risk. This is an undistributable reserve.
Profit and loss account
The profit and loss account represents cumulative profits and losses net of all adjustments.
Page 13
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CEROS NO.1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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Related party transactions
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The Company has taken advantage of the disclosure exemption under FRS 102 section 33 paragraph 1A not to disclose transactions between members of a group which are wholly owned.
Included within other debtors is a loan of £10,000 due from GH Finance Limited, a party related by common ownership (2024: £145,000 due from Gemspan Limited, a party related by common ownership). The loan is interest free and was repaid after the year end.
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The ultimate controlling party is Mr N S Parker by virtue of his 100% shareholding of the Company.
The auditors' report on the financial statements for the year ended 31 July 2025 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.14 of the financial statements, which describes the accounting treatment for fair value gains and losses on financial instrument swaps held by the Company. Our opinion is not modified in this respect.
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The audit report was signed on 5 May 2026 by Mark Nelligan FCA (Senior statutory auditor) on behalf of Wellden Turnbull Limited.
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