Company registration number 14171763 (England and Wales)
ZERO MIDCO LIMITED (CONSOLIDATION)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Affinia
The Octagon Suite E2
2nd Floor Middleborough
Colchester
Essex
CO1 1TG
ZERO MIDCO LIMITED (CONSOLIDATION)
COMPANY INFORMATION
Directors
S Chrystal
(Appointed 29 July 2025)
L Stevenson
(Appointed 29 May 2026)
T Mack
(Appointed 29 May 2026)
Company number
14171763
Registered office
10 Lower Thames Street
London
EC3R 6EN
Auditor
Affinia (Colchester)
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
ZERO MIDCO LIMITED (CONSOLIDATION)
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 36
ZERO MIDCO LIMITED (CONSOLIDATION)
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Principal activities

The principal activity of the group continued to be that of a care provider.

Review of the business

Zero Midco Limited and its subsidiaries (together, “the Group”) provide high-quality care and support services to adults across the South-East of the United Kingdom, including individuals with learning disabilities, autism, and complex care needs.

The Group is committed to delivering person-centred care that supports individuals to live as independently as possible, with dignity and respect. Services are delivered through a combination of supported living arrangements and residential care homes.

The companies within the Group that provide care services are regulated by the Care Quality Commission (CQC), and all services are delivered in compliance with applicable statutory requirements and recognised best-practice standards.

Fair review of the business

The results for the year, as set out in the profit and loss account, show turnover of £17,623,549 (2024: £14,629,748) and an operating profit of £2,709,276 (2024: £1,314,852). At 30 September 2025, the Group had net current liabilities of £8,442,598 (2024: £8,752,532).

The Directors consider the Group’s performance for the year and its financial position at the year-end to be satisfactory.

Principal risks and uncertainties

The management of the business and the delivery of the Group’s strategy are subject to several risks and uncertainties, many of which are common to the adult social care sector. The key risks identified by the Directors are as follows:

- Workforce Recruitment and Retention:

The availability of suitably qualified care staff remains constrained across the sector. The Group continues to respond through enhanced recruitment practices, competitive employment packages, and ongoing training and development. The Directors recognise the importance of overseas labour to the adult social care sector and continue to monitor government policy and labour market developments that may affect workforce availability.

- Regulatory Risk:

As a regulated care provider, compliance with CQC standards is critical. The Group maintains robust quality assurance and governance frameworks to monitor compliance and mitigate regulatory risk.

- Cost Pressures:

Rising wage costs and wider inflationary pressures present ongoing financial challenges. The Group continues to pursue operational efficiencies and engages constructively with commissioners to support fair and sustainable contract pricing.

ZERO MIDCO LIMITED (CONSOLIDATION)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

Objectives and policies

The Group is exposed to the usual credit and cash flow risks associated with trading on credit terms. These risks are managed through established credit control procedures.

The Board closely monitors trading performance and cash flow forecasts on an ongoing basis and revises projections as necessary to ensure that the Group is able to meet its obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The Group is exposed to price risk, credit risk, liquidity risk, and cash flow risk in the normal course of business. Credit risk is managed through established credit control procedures, while liquidity and cash flow are monitored through regular financial reporting and forecasting processes. The Group maintains cash in readily accessible bank accounts, with balances monitored regularly to ensure adequate liquidity for ongoing operational requirements.

Cash flow, performance, and key financial indicators are measured against agreed covenant thresholds and reported to the Board on a quarterly basis.

Section 172(1) statement

The Directors believe that they have acted in a manner consistent with their duties under section 172 of the Companies Act 2006. In discharging these duties, the Directors have had regard to the long-term success of the Group and the need to generate sustainable value for shareholders through the provision of high-quality residential and supported living care services.

The Directors recognise the importance of maintaining strong relationships with the Group’s key stakeholders, which include shareholders, employees, suppliers, customers, and regulators. These stakeholders are integral to the delivery of the Group’s strategy and its long-term sustainability.

The Group is committed to maintaining a strong reputation for quality and integrity. Relationships with suppliers, employees, and customers are closely interconnected: fair treatment of suppliers and the use of appropriate, high-quality suppliers support staff in delivering care effectively, which in turn ensures that the needs of service users are met. This integrated approach supports the delivery of high-quality services, operational sustainability, and long-term returns for shareholders.

The Group is regulated by the CQC, which carries out inspections at least once every five years, although inspections may take place at any time and are typically unannounced. The Group maintains ongoing monitoring of care standards to ensure compliance and the consistent delivery of high-quality care. During the year, the Group underwent one CQC inspection. The Directors remain committed to continuous improvement and to maintaining high standards of care across all services.

On behalf of the board

S Chrystal
Director
8 July 2026
ZERO MIDCO LIMITED (CONSOLIDATION)
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

S Chrystal
(Appointed 29 July 2025)
L Stevenson
(Appointed 29 May 2026)
T Mack
(Appointed 29 May 2026)
F Collman
(Appointed 29 July 2025 and resigned 29 May 2026)
O Harris
(Resigned 29 July 2025)
G Mullan
(Appointed 1 October 2024 and resigned 29 July 2025)
P A Evans
(Resigned 28 October 2024)
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, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Energy and carbon report

The group has followed the 2019 HM Government Environmental Reporting Guidelines in reporting for all large entities within the group. The group has also use the GHG Reporting Protocol - Corporate Standard and has used the 202 UK Government's Conversion Factors for Company Reporting.

The annual reporting period below relates to the year to 30 September, in line with the financial reporting period.

The energy use and associated greenhouse emissions are for those assets owned or operated within UK only, this includes 10 care homes and 1 head office.

ZERO MIDCO LIMITED (CONSOLIDATION)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
326,264
338,025
- Electricity purchased
225,725
93,438
- Fuel consumed for transport
290,429
373,094
842,418
804,557
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
59.69
70.97
- Fuel consumed for owned transport
55.76
89.24
115.45
160.21
Scope 2 - indirect emissions
- Electricity purchased
39.95
19.35
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
11.50
6.47
Total gross emissions
166.90
186.03
Intensity ratio
Tonnes CO2e per £million (revenue)
96.58
127.63
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £million, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The LLP has implemented the policies below for the purpose of increasing the businesses energy efficiency in the

current reported financial period:

• Improved video conferencing availability and encouragement of its use;

• Reduced emissions & travel costs by reducing non-essential face to face meetings with customers & suppliers.

Our goal is to actively start implementing projects to improve our energy and carbon efficiency. For the current year, we have collated the data, noted above, and will now look to develop ways to improve energy efficiency by continuing to research methods to increase our carbon efficiency.

ZERO MIDCO LIMITED (CONSOLIDATION)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -
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 Chrystal
Director
8 July 2026
ZERO MIDCO LIMITED (CONSOLIDATION)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -

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

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

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

ZERO MIDCO LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ZERO MIDCO LIMITED (CONSOLIDATION)
- 7 -
Opinion

We have audited the financial statements of Zero Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 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 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 30 September 2025 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The 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:

- T he information given in the strategic report and the directors' 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 directors' report have been prepared in accordance with applicable legal requirements.

ZERO MIDCO LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZERO MIDCO LIMITED (CONSOLIDATION)
- 8 -
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 directors' 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 directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

There are inherent limitations in our audit procedures described below. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

ZERO MIDCO LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZERO MIDCO LIMITED (CONSOLIDATION)
- 9 -

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

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the care sector;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, environmental and health and safety legislation;

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- A greeing financial statement disclosures to underlying supporting documentation;

- E nquiring of management as to actual and potential litigation and claims; and

- R eviewing correspondence with the company’s legal advisors

- Reviewing correspondence with regulatory authorities (CQC)

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.

ZERO MIDCO LIMITED (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZERO MIDCO LIMITED (CONSOLIDATION)
- 10 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Shaun Roberts (Senior Statutory Auditor)
For and on behalf of Affinia (Colchester), Statutory Auditor
Chartered Accountants
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
8 July 2026
ZERO MIDCO LIMITED (CONSOLIDATION)
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
2025
2024
Notes
£
£
Turnover
3
17,623,549
14,629,748
Cost of sales
(9,845,354)
(8,386,993)
Gross profit
7,778,195
6,242,755
Administrative expenses
(5,077,161)
(5,011,063)
Other operating income
8,242
83,160
Operating profit
4
2,709,276
1,314,852
Interest receivable and similar income
8
2,767
446
Interest payable and similar expenses
9
(1,892,839)
(1,298,505)
Fair value gains and losses on investment properties
13
(850,000)
1,375,000
(Loss)/profit before taxation
(30,796)
1,391,793
Tax on (loss)/profit
10
(200,752)
(504,850)
(Loss)/profit for the financial year
(231,548)
886,943
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
ZERO MIDCO LIMITED (CONSOLIDATION)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
2025
2024
£
£
(Loss)/profit for the year
(231,548)
886,943
Other comprehensive income
Revaluation of tangible fixed assets
1,159,303
-
0
Total comprehensive income for the year
927,755
886,943
Total comprehensive income for the year is all attributable to the owners of the parent company.
ZERO MIDCO LIMITED (CONSOLIDATION)
GROUP BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
3,792,480
4,295,704
Total intangible assets
3,792,480
4,295,704
Tangible assets
12
26,998,574
25,476,075
Investment property
13
2,000,000
2,850,000
32,791,054
32,621,779
Current assets
Debtors
16
1,056,224
993,338
Cash at bank and in hand
695,357
116,797
1,751,581
1,110,135
Creditors: amounts falling due within one year
17
(10,194,179)
(9,862,667)
Net current liabilities
(8,442,598)
(8,752,532)
Total assets less current liabilities
24,348,456
23,869,247
Creditors: amounts falling due after more than one year
18
(22,216,692)
(22,455,241)
Provisions for liabilities
Deferred tax liability
21
284,280
494,277
(284,280)
(494,277)
Net assets
1,847,484
919,729
Capital and reserves
Called up share capital
23
1
1
Revaluation reserve
1,159,303
-
0
Non-distributable profits reserve
24
817,031
1,442,400
Distributable profit and loss reserves
(128,851)
(522,672)
Total equity
1,847,484
919,729
The financial statements were approved by the board of directors and authorised for issue on 8 July 2026 and are signed on its behalf by:
08 July 2026
S Chrystal
Director
Company registration number 14171763 (England and Wales)
ZERO MIDCO LIMITED (CONSOLIDATION)
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 14 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
1
1
Current assets
Debtors
16
17,972,727
20,555,355
Cash at bank and in hand
2
83
17,972,729
20,555,438
Creditors: amounts falling due within one year
17
(8,129,562)
(8,431,302)
Net current assets
9,843,167
12,124,136
Total assets less current liabilities
9,843,168
12,124,137
Creditors: amounts falling due after more than one year
18
(13,183,333)
(13,533,336)
Net liabilities
(3,340,165)
(1,409,199)
Capital and reserves
Called up share capital
23
1
1
Distributable profit and loss reserves
(3,340,166)
(1,409,200)
Total equity
(3,340,165)
(1,409,199)

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,930,966 (2024 - £1,374,757 loss).

The financial statements were approved by the board of directors and authorised for issue on 8 July 2026 and are signed on its behalf by:
08 July 2026
S Chrystal
Director
Company registration number 14171763 (England and Wales)
ZERO MIDCO LIMITED (CONSOLIDATION)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 15 -
Share capital
Revaluation reserve
Non-distri-butable profits
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 October 2023
1
-
0
448,130
(415,345)
32,786
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
1,003,650
(116,707)
886,943
Transfers
-
-
(9,380)
9,380
-
Balance at 30 September 2024
1
-
0
1,442,400
(522,672)
919,729
Year ended 30 September 2025:
Loss for the year
-
-
(625,369)
393,821
(231,548)
Other comprehensive income:
Revaluation of tangible fixed assets
-
1,159,303
-
-
1,159,303
Total comprehensive income
-
1,159,303
(625,369)
393,821
927,755
Balance at 30 September 2025
1
1,159,303
817,031
(128,851)
1,847,484
ZERO MIDCO LIMITED (CONSOLIDATION)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 October 2023
1
(34,443)
(34,442)
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
(1,374,757)
(1,374,757)
Balance at 30 September 2024
1
(1,409,200)
(1,409,199)
Year ended 30 September 2025:
Profit and total comprehensive income
-
(1,930,966)
(1,930,966)
Balance at 30 September 2025
1
(3,340,166)
(3,340,165)
ZERO MIDCO LIMITED (CONSOLIDATION)
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
3,543,757
1,951,609
Interest paid
(1,892,839)
-
Income taxes paid
(171,834)
(24,290)
Net cash inflow from operating activities
1,479,084
1,927,319
Investing activities
Purchase of tangible fixed assets
(722,395)
(2,434,917)
Proceeds from disposal of tangible fixed assets
18,858
-
Interest received
2,767
1,488
Net cash used in investing activities
(700,770)
(2,433,429)
Financing activities
Proceeds from new bank loans
-
139,257
Repayment of bank loans
(301,613)
-
Advance/(payment) of finance leases obligations
101,859
(111,707)
Interest paid
-
0
(344,311)
Net cash used in financing activities
(199,754)
(316,761)
Net increase/(decrease) in cash and cash equivalents
578,560
(822,871)
Cash and cash equivalents at beginning of year
116,797
939,668
Cash and cash equivalents at end of year
695,357
116,797
ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
1
Accounting policies
Company information

Zero Midco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 10 Lower Thames Street, London, EC3R 6EN.

The group consists of Zero Midco Limited and all of its subsidiaries.

1.1
Basis of preparation

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. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Business combinations

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. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Zero Midco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 September 2025. 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The group is in a net current liability position of £8,442,598 at the balance sheet date with net assets overall being £1,847,484.

At the balance sheet date, £7,595,474 is due to its parents, of which the directors have confirmed in writing will not be recalled to the detriment of the group and for at least 12 months from the date these financial statements are signed.

The group has considered the forecasted future operations and that the ultimate parent undertaking has confirmed to provide continuing financial support to the group, and have concluded that the group will have adequate resources to continue in business for the foreseeable future, being at least 12 months from the date of approval of these financial statements. The directors continue to adopt the going concern basis of accounting in preparing these financial s tatements.

1.5
Revenue

Turnover is recognised at the fair value for services in relation to residential care provided in the normal course of business. The fair value of consideration takes into account trade discounts, settlement discounts, volume rebates and the VAT exempt status of the services provided.

Revenue from the sale of residential care services is recognised at the point at which those services have been provided to the customer, and invoices are raised in line with the terms of contracts with customers. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.7
Tangible fixed assets

With the exception of freehold property, Tangible fixed assets are initially measured a t cost less accumulated depreciation and any impairment losses.

Freehold property is stated in the balance sheet at revalued amounts, being the fair value on the date of revaluation less any subsequent depreciation and impairment losses. Revaluations are performed every 4yrs such that the carrying amount does not differ materially from that with could be determined using fair values at the reporting end date. Valuations are made against open markets, last valued on 3 July 2025.

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:

Freehold land and buildings
1% on cost (Land is not depreciated)
Plant and equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
Computers
25% reducing balance
Motor vehicles
25% reducing balance

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.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
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.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 21 -

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.

1.11
Cash and cash equivalents

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.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.

Financial assets and liabilities are offset and 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 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 22 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 23 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
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.

1.14
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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 24 -
1.17
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Going concern

The directors are satisfied that the company is operating as a going concern and will continue for the foreseeable future.

In making their judgement, the directors have prepared a detailed business plan and rolling cash flow forecasts and in conjunction with the company's resources and obligations, have concluded that the company will able to meet its liabilities as they fall due for the foreseeable future.

Goodwill measurement

The group makes estimates using reliable data and minimises judgmental aspects where possible. The group makes judgements annually on the recoverability of its cash generating units where goodwill or investments have been recognised to when testing for impairment.

Valuation of land and buildings

Freehold property and improvements are stated at cost, and revalued every 4 years against on an open market basis, by independent professional valuers. Reviews for any triggers of impairment are completed annually. The level of uncertainty in the UK property market has increased the degree of judgment involved in the valuations.

Investment properties

Freehold property and improvements are stated at cost and revalued every 4 years on an open-market basis by independent professional valuers. The level of uncertainty in the UK property market has increased the degree of judgment involved in the valuations.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Provision of care services
17,623,549
14,629,748
2025
2024
£
£
Other revenue
Interest income
2,767
446
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Depreciation of tangible fixed assets
340,342
299,025
(Profit)/loss on disposal of tangible fixed assets
-
2,475
Amortisation of intangible assets
503,224
503,224
Operating lease charges
55,520
37,450
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group
3,000
-
Audit of the financial statements of the groups comparative year
2,000
-
Audit of the financial statements of the company
3,000
2,500
Audit of the financial statements of the company's subsidiaries
32,500
30,400
40,500
32,900
For other services
All other non-audit services
20,207
19,174
ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 26 -
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Direct Labour
331
334
2
2
Direct Managers
20
19
-
-
Head Office
12
15
-
-
Psychologists
3
3
-
-
Maintenance
1
3
-
-
Total
367
374
2
2

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
10,030,842
8,636,487
-
0
-
0
Social security costs
1,029,464
692,897
-
-
Pension costs
182,943
144,261
-
0
-
0
11,243,249
9,473,645
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
104,665
-

Under the previous ownership structure, no remuneration was paid to directors from this company, however remuneration was paid by the overseas parent company.

During the year, a director of the company until 29 July 2025, received remuneration of £65,000 in respect of his directorship. This amount was settled by way of intercompany arrangement with Zero Topco Limited, the former parent company prior to 29 July 2025, with the cash payment made directly by Zero Three Care Homes LLP. The total remuneration paid to directors during the year was £104,665 (2024: £nil).

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
2,767
446
ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 27 -
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
1,317,462
942,444
Interest on finance leases and hire purchase contracts
575,377
351,025
Other interest
-
5,036
Total finance costs
1,892,839
1,298,505
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
412,307
85,310
Adjustments in respect of prior periods
(292)
64,357
Tax relating to prior year adjustments recognised in profit or loss
(2,402)
-
0
Total current tax
409,613
149,667
Deferred tax
Origination and reversal of timing differences
(208,861)
355,183
Total tax charge
200,752
504,850

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

2025
2024
£
£
(Loss)/profit before taxation
(30,796)
1,391,793
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(7,699)
347,948
Tax effect of expenses that are not deductible in determining taxable profit
323,629
161,316
Tax effect of income not taxable in determining taxable profit
(85,604)
(348,300)
Unutilised tax losses carried forward
94,829
-
0
Adjustments in respect of prior years
(2,694)
64,357
Permanent capital allowances in excess/(deficit) of depreciation
87,752
(75,562)
Tax at marginal rate
(600)
(92)
Deferred taxation adjustment
(208,861)
355,183
Taxation charge
200,752
504,850
ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 28 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 October 2024 and 30 September 2025
5,032,270
Amortisation and impairment
At 1 October 2024
736,566
Amortisation charged for the year
503,224
At 30 September 2025
1,239,790
Carrying amount
At 30 September 2025
3,792,480
At 30 September 2024
4,295,704
The company had no intangible fixed assets at 30 September 2025 or 30 September 2024.

Goodwill arising on consolidation is being amortised over the directors’ estimate of its useful life of 10 years.

This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 29 -
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost or valuation
At 1 October 2024
26,088,268
32,508
58,519
12,459
173,473
26,365,227
Additions
503,434
25,437
126,722
25,672
41,130
722,395
Disposals
-
0
-
0
-
0
-
0
(68,294)
(68,294)
Revaluation
133,298
-
0
-
0
-
0
-
0
133,298
At 30 September 2025
26,725,000
57,945
185,241
38,131
146,309
27,152,626
Depreciation and impairment
At 1 October 2024
825,326
5,145
(12,668)
1,411
69,938
889,152
Depreciation charged in the year
267,493
15,737
27,443
6,203
23,466
340,342
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(49,436)
(49,436)
Revaluation
(1,026,006)
-
0
-
0
-
0
-
0
(1,026,006)
At 30 September 2025
66,813
20,882
14,775
7,614
43,968
154,052
Carrying amount
At 30 September 2025
26,658,187
37,063
170,466
30,517
102,341
26,998,574
At 30 September 2024
25,262,942
27,363
71,187
11,048
103,535
25,476,075
The company had no tangible fixed assets at 30 September 2025 or 30 September 2024.

The carrying value of land and buildings comprises:

Group
Company
2025
2024
2025
2024
£
£
£
£
Freehold
7,107,187
5,092,254
-
0
-
0
Long leasehold
19,551,000
20,170,688
-
0
-
0
26,658,187
25,262,942
-
-

During the prior year the group entered into a sale and leaseback transaction, whereby freehold properties held transferred ownership to another party but continued to be held under finance leases.

No impairment was recognised prior to sale due to the subsequent revaluation post year end supporting the historical valuation recognised on these assets.

Consequently these financial assets are held within freehold property and will therefore be revalued every four years in line with the revaluation model chosen for this class of tangible assets.

Property and improvements were valued at an open market basis on 3 July 2025 by a professional third party. T he next revaluation is planned for 202 9, in line with the four year revaluation policy.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
12
Tangible fixed assets
(Continued)
- 30 -

The following asse t s are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

2025
2024
£
£
Group
Cost
14,338,791
13,838,402
Accumulated depreciation
(1,146,857)
(1,006,451)
Carrying value
13,191,934
12,831,951
13
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 October 2024 and 30 September 2025
2,850,000
-
Net gains or losses through fair value adjustments
(850,000)
-
At 30 September 2025
2,000,000
-

Investment property comprises with a historical cost value of £890,000 (2024: £890,000). The fair value of the investment property has been arrived at on the basis of a valuation carried out at 3 July 2025 by a professional third party.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 31 -
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2024 and 30 September 2025
1
Carrying amount
At 30 September 2025
1
At 30 September 2024
1
15
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Sky Care Homes Limited
1
Ordinary
100.00
-
Zero Three Care Homes LLP
1
Designated Member
0
100.00
SAS Support & solutions Limited
1
Ordinary
0
100.00
SAS Homecare Limited
1
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
10 Lower Thames Street, London, EC3R 6EN.
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
482,519
402,193
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
17,807,676
20,388,304
Other debtors
56,052
157,139
-
0
-
0
Prepayments and accrued income
517,653
434,006
165,051
167,051
1,056,224
993,338
17,972,727
20,555,355
ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 32 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
19
515,054
466,664
515,054
466,664
Obligations under finance leases
20
97,002
106,597
-
0
-
0
Trade creditors
481,947
242,617
2,434
-
0
Amounts owed to group undertakings
7,595,474
7,960,238
7,595,474
7,960,238
Corporation tax payable
415,197
176,282
-
0
200
Other taxation and social security
241,030
178,848
-
0
-
0
Other creditors
711,924
642,156
-
0
-
0
Accruals and deferred income
136,551
89,265
16,600
4,200
10,194,179
9,862,667
8,129,562
8,431,302

At the statement of financial position date, Shawbrook Bank Limited held a fixed and floating charge dated 30

January 2024 over all the property or undertaking of the group & company.

During the year, Downing LLP as a Security Agent Security Agent pursuant to a Composite Guarantee and Debenture, created a fixed and floating charge dated 29 July 2025 over all the property or undertaking of the group & company.

Within the previous year, the group owed the parent company, Zero Topco Limited, £7,960,240 at the year-end, which was eliminated on consolidation. From 29 July 2025, the parent company has changed and as such, is no longer eliminated on consolidation. This balance is included within 'amounts owed to group undertakings' in 2024.

18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
13,183,333
13,533,336
13,183,333
13,533,336
Obligations under finance leases
20
9,033,359
8,921,905
-
0
-
0
22,216,692
22,455,241
13,183,333
13,533,336

At the statement of financial position date, Shawbrook Bank Limited held a fixed and floating charge dated 30

January 2024 over all the property or undertaking of the group & company.

During the year, Downing LLP as a Security Agent Security Agent pursuant to a Composite Guarantee and Debenture, created a fixed and floating charge dated 29 July 2025 over all the property or undertaking of the group & company.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 33 -
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
13,698,387
14,000,000
13,698,387
14,000,000
Payable within one year
515,054
466,664
515,054
466,664
Payable after one year
13,183,333
13,533,336
13,183,333
13,533,336

At the statement of financial position date, Shawbrook Bank Limited held a fixed and floating charge dated 30

January 2024 over all the property or undertaking of the group & company.

During the year, Downing LLP as a Security Agent Security Agent pursuant to a Composite Guarantee and Debenture, created a fixed and floating charge dated 29 July 2025 over all the property or undertaking of the group & company.

20
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£
£
£
£
Current liabilities
97,002
106,597
-
0
-
0
Non-current liabilities
9,033,359
8,921,905
-
0
-
0
9,130,361
9,028,502
-
-
Group
Company
2025
2024
2025
2024
Future minimum lease payments due:
£
£
£
£
Within one year
97,002
106,597
-
0
-
0
In two to five years
431,602
467,376
-
0
-
0
In over five years
8,601,757
8,454,529
-
0
-
0
9,130,361
9,028,502
-
-

Finance lease liabilities are stated after deducting £165,978 of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the finance leases. The implicit interest rate on the finance lease liabilities is 3.76% at year end, with an adjustable rate between 2% and 5% linked to RPI. Finance lease liabilities are payable in monthly instalments over a 40 year term with a final repayment due in 2063 and are secured against the freehold properties to which they relate.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 34 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
15,980
159,727
Investment property
268,300
334,550
284,280
494,277
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 October 2024
494,277
-
Credit to profit or loss
(209,997)
-
Liability at 30 September 2025
284,280
-
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
182,943
144,261

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.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 35 -
24
Non-distributable profits reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
1,442,400
448,130
-
-
Non distributable profits in the year
(625,369)
1,003,650
-
-
Transfer of non-distributable profits relating to prior periods
-
(9,380)
-
-
At the end of the year
817,031
1,442,400
-
-
25
Directors' transactions

During the year ended 30 September 2025, the group paid directors' fees of £65,000 to a director of the company until 29 July 2025. The amount was discharged by way of a direct payment from Zero Three Care Homes LLP, a subsidiary of the group, on behalf of Zero Topco Limited, the group's former parent prior to 29 July 2025. The transaction was settled by way of set-off against intercompany balances within the former group structure. The balance owed to Zero Topco Limited in respect of this and other intercompany transactions was included within amounts owed to group undertakings.

26
Controlling party

From 29 July 2025, the company's immediate parent is Branson ZTC Bidco Limited, incorporated in England and Wales and holds 100% of shares in Zero Midco Limited, having previously been Zero Topco Limited.

The smallest group in which Zero Midco Limited is consolidated within is Zero Midco Limited, registered in England & Wales, whereby the financial statements of the group are available through Companies House for public inspection.

The ultimate parent is Branson ZTC Topco Limited, incorporated in England and Wales. This was previously Zero Topco Limited for the period end 2024. Due to the entity's ownership structure, there is no controlling party.

Branson ZTC Topco Limited has confirmed to provide continuous financial support to the company for at least 12 months from the date of approval for these financial statements. Interest payable to the ultimate parent, where applicable, is rolled up in accordance with the loan note terms and will not be called up for repayment within 12 months of approving these financial statements.

ZERO MIDCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 36 -
27
Cash generated from group operations
2025
2024
£
£
(Loss)/profit after taxation
(231,548)
886,943
Adjustments for:
Taxation charged
200,752
504,850
Finance costs
1,892,839
461,156
Non-equity dividends paid
-
1,985,427
Investment income
(2,767)
(1,488)
(Gain)/loss on disposal of tangible fixed assets
-
16,341
Fair value loss/(gain) on investment properties
850,000
(1,375,000)
Amortisation and impairment of intangible assets
503,224
503,224
Depreciation and impairment of tangible fixed assets
340,342
299,025
Movements in working capital:
Increase in debtors
(62,885)
(4,384,752)
Increase in creditors
53,800
3,055,883
Cash generated from operations
3,543,757
1,951,609
28
Analysis of changes in net debt - group
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
116,797
578,560
695,357
Borrowings excluding overdrafts
(14,000,000)
301,613
(13,698,387)
Payment of finance leases obligations
(9,028,502)
(101,859)
(9,130,361)
(22,911,705)
778,314
(22,133,391)
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