The directors present the strategic report for the year ended 31 December 2025.
The loss after tax for the financial year of £5,920k (2024: £6,485k) has been transferred to reserves, with profit and loss reserves now amounting to a deficit of £57,381k (2024: £51,461k). The company continued to act as a holding and financing company for its subsidiary businesses.
The company recognised an impairment loss of £3,288k (2024: £5,740k) to reflect an impairment of investment in subsidiaries. Given the uncertainty in the estimation of the impairment, the financial effect may reduce in the future with the reversal of losses recognised in the financial statements. Additional consideration of the impact is disclosed in Note 10 Investments.
The operating performance of the Company during the year, including the impairment, has been reviewed by the Directors.
The management of the business and the execution of the Company's strategy are subject to several risks. The key business risks and uncertainties affecting the Company are considered to relate to the performance of investments due to declining consumption and the rise of commodity prices. The Company is responding to these risks in many ways, including focusing on innovation and cost reduction in the investments.
Credit risk
Credit risk on external loans is monitored through continuous assessment of the borrower's financial health, including adherence to loan terms, as well as by evaluating external factors like economic conditions and regulatory changes that might impact their ability to repay.
Interest rate risk
The Company has fixed interest-bearing intercompany liabilities. No material exposure is considered to exist regarding changes in interest rates.
Financial risk management
The Company’s operations expose it to a variety of financial risks that include the impairment of investments. To manage financial risks, the Company has a policy of monitoring the performance of its investments and cash flows on a regular basis. The Company is a subsidiary of Anheuser-Busch InBev SA/NV Group (further referred as to "Group") and cash funds of the Group are managed at Group level. Interest is received and paid by the Company on certain loans with other Group companies.
Given the straightforward nature of the business, the Company’s Directors are of the opinion that analysis using KPIs is not necessary for understanding of the development, performance or position of the business.
The Directors review the performance of the Company’s investments on an ongoing basis.
Based on forecasts and current level of activity in the business, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
In addition, ABI UK Holding 1 Limited, an intermediate parent company of ZX Ventures Limited, has provided the Company with an undertaking that for at least twelve months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the Company to enable the Company to continue in operational existence for the foreseeable future. As with any Company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that the support will continue, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
The Directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, as set out in section 172 of the Companies Act 2006.
In doing so, the Directors must have regard (among other matters) to:
the likely consequences of any decision in the long term;
the interests of the Company's employees;
the need to foster the Company's business relationships with suppliers, customers and others;
the impact of the Company's operations on the community and the environment;
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Company.
The Directors have regard to the above factors as follows:
The Directors understand the business and the evolving environment in which the Company operates. The strategy followed by the Company, and decisions taken to implement it, is intended to strengthen the Group’s position in the market over the long term. In line with the Group, the Company is managed with the intention of maintaining a stable financial profile over the longer term.
The Company is a holding company and has no employees.
The Directors recognise the importance of clear communication and proactive engagement with stakeholders. Comprehensive engagement enables informed decision making and is integral to the long-term success of the Company. Given the Company is a holding company, there are no suppliers or customers.
The Directors apply the policies of the wider Group business in all aspects of their business, protecting its people, communities and environment. The Group wide policies are embedded into the culture and activities of the business and are endorsed by the Group.
In line with the wider Group, the Directors are committed to conduct business with integrity and fairness, with respect for the law and the Group’s values and policies. This commitment is outlined in the Group’s Global Code of Business Conduct.
By weighing up all relevant factors, the Directors consider which course of action best enables delivery through the long term, taking into consideration the impact of stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
No significant change of the business is expected for the Company in foreseeable future. The principal activity of the Company is to act as a holding company for the various subsidiaries within the Anheuser-Busch InBev SA/NV Group.
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of ZX Ventures Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 FRS 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
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.
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.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 13 to 26 form part of these financial statements.
The notes on pages 13 to 26 form part of these financial statements.
The notes on pages 13 to 26 form part of these financial statements.
ZX Ventures Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bureau, 90 Fetter Lane, London, EC4A 1EN.
The company's principal activities and nature of its operations are disclosed in the directors' report.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a Statement of Cash Flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instruments and the nature and extent of risks arising on these financial instruments;
disclosure of the effect of financial instruments on the Statement of Comprehensive Income;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date; and
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Anheuser-Busch InBev SA/NV. The group accounts of Anheuser-Busch InBev SA/NV are available to the public and can be obtained as set out in note 20.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
In addition, ABI UK Holding 1 Limited, an intermediate parent company of ZX Ventures Limited, has provided the Company with an undertaking that for at least twelve months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the Company to enable the Company to continue in operational existence for the foreseeable future. As with any Company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that the support will continue, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
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:
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 income statement.
Interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments.
Other financial liabilities, including borrowings and amounts owed to fellow group undertakings, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
Ordinary shares are classified as equity. Ordinary shares issued by the company are recorded at the par value of the shares. Share premium represents the difference between the par value of the ordinary shares and proceeds received, net of direct issue costs.
Dividends payable on ordinary shares are recognised as liabilities once they are no longer at the discretion of the company.
The tax expense represents the sum of the tax currently payable and deferred tax.
Contingent consideration is recognised at fair value at the date of acquisition. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depend on how the contingent consideration is classified. Where contingent consideration is classified as a liability it is remeasured at subsequent reporting dates in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets with the corresponding gain or loss being recognised in profit or loss.
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
In the application of the 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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
The company prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years. The growth in the sales volumes year on year is based on the investee being able to leverage the competencies of the AB InBev group. The rate used to discount the forecast cash flows from the investment is between 6.0% and 6.7% (2024: between 7.6% and 9.4%) and long-term growth rate of between 1.8% and 2.2% (2024: between 1.1% and 2.6%).
In the sensitivity analysis performed by management during the annual impairment testing in 2025, an adverse change of 1% in discount rate would not cause a cash-generating unit’s carrying amount to exceed its recoverable amount.
While a change in the estimates used could have a material impact on the calculation of the fair values and trigger an impairment charge, the company, based on the sensitivity analysis performed, is not aware of any reasonably possible change in a key assumption used that would cause an investment's carrying amount to materially exceed its recoverable amount.
Although management believes that its judgements, assumptions and estimates are appropriate, actual results may differ from these estimates under different assumptions or market or macro-economic conditions.
An impairment charge of £3,288k (2024: £5,740k) has been recognised during the year and recorded in the statement of comprehensive income within "impairment losses".
The average monthly number of persons (including directors) employed by the company during the year was:
None of the company's directors received remuneration from the company during the current or prior year. The directors acting during the year were remunerated by other AB InBev group companies. The services to this company and to a number of fellow subsidiaries are of a non-executive nature and their emoluments are deemed to be wholly attributable to their services to other group companies. Accordingly, no further emoluments details are disclosed in these financial statements.
Factors affecting tax charge for the year
The main corporation tax rate in the UK that applies to the company is 25% (2024: 25%). The differences are explained below:
During the year, the recoverable amount of the company's investment in Birra del Borgo at 31 December 2025 was assessed as being lower than its carrying value. An impairment charge of £3,288k has been recognised to reduce the carrying value of the investment to its recoverable amount.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses:
The investment in subsidiaries is stated at cost less impairment.
Following optimisation of the group structure in 2024, a 5 year loan with a principal value of £12,500k remains outstanding. The interest is calculated at the floating rate of 3 month term SONIA plus a margin of 4%. The interest is capitalised during the term of the loan and repaid on maturity, with £1,675k capitalised as at year end.
During the prior year, the company reassessed the recoverability of amounts owed by fellow group undertakings resulting in the reversal of previously recognised impairment losses amounting to £1,974k. This reversal has been recorded in the statement of comprehensive income under "impairment losses".
At the reporting date, £39,500k was due to Nimbuspath Limited. The outstanding balance is unsecured and subject to a fixed rate of 6.09%. The loan is due to be repaid on 29 November 2026. Interest accrued on the loan is repaid by the company on a quarterly basis.
All amounts owed to group undertakings are due to fellow group subsidiaries and are unsecured, non-interest bearing and have no fixed repayment date.
No deferred tax asset has been recognised in respect of tax losses amounting to £410k (2024: £410k) as the timing of the future economic benefit from these losses should they be relieved to the group isn't known with certainty.
The OECD Pillar Two model rules, establishing a global minimum effective tax rate of 15%, have been enacted in the United Kingdom. This legislation introduced both a domestic top-up tax and a multinational top-up tax, effective for periods commencing on or after 31 December 2023. The Company does not have any related current tax exposure.
The company also applies the exception to the requirement to recognise and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes, in line with paragraph 88A of IAS 12.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
The Company has one class of Ordinary share which is entitled to one vote in any circumstance.
Each share is entitled pari passu to dividend payments or any other distribution, and to participate in a distribution arising from a winding up of the Company.