The directors present the strategic report for the year ended 30 September 2025.
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.
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.
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.
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
The directors present their annual report and financial statements for the year ended 30 September 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £million, the recommended ratio for the sector.
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.
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 United Kingdom 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.
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).
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 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
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.
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.
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:
Agreeing financial statement disclosures to underlying supporting documentation;
Enquiring of management as to actual and potential litigation and claims; and
Reviewing 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.
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.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,930,966 (2024 - £1,374,757 loss).
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.
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 amounts 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.
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 group.
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.
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 statements.
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
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.
Equity investments 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.
In 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.
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.
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.
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, 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 method 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, 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.
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.
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.
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, 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 payments 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.
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 through 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
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.
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.
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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
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).
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:
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.
The carrying value of land and buildings comprises:
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. The next revaluation is planned for 2029, in line with the four year revaluation policy.
The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
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.
Details of the company's subsidiaries at 30 September 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
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.
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.
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.
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.
The following are the major deferred tax liabilities and assets recognised by the group and company:
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.
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.