Company registration number 03447088 (England and Wales)
ZND (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
ZND (UK) LIMITED
COMPANY INFORMATION
Directors
Mr J McLean
Mr M Van Kesteren
Secretary
Mr M Van Kesteren
Company number
03447088
Registered office
The Gateway
Parkgate
Rotherham
South Yorkshire
S62 6JL
Auditor
GBAC Limited
Old Linen Court
83-85 Shambles Street
Barnsley
South Yorkshire
S70 2SB
Bankers
Barclays Bank Plc
Barclays Business Centre
25-27 Church Street
Barnsley
South Yorkshire
ZND (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditors' report
7 - 9
Income statement
10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 28
ZND (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 1 -

The directors present the strategic report for the year ended 31 October 2025.

Review of the business

The results for the year and the financial position at the year end were considered satisfactory by the directors who expect continued growth both next year and in the foreseeable future.

2024-25 has been a challenging year for the company. We have seen a slight increase in construction activity which has improved demand for our products, however there remains a production over capacity in the UK market for our products, which has a continuing negative effect on unit sales prices.

Costs within the business continue to rise with both direct and in-direct costs all on the upward trend, and further increases predicted in 2026.

The OECD predict the UK economy to grow by 1.2% to 1.3% in 2026. Large construction projects are reported to grow 3.4% to 3.7%. We remain optimistic that the new year will bring improved trading conditions to our market. ZND continues to invest in promoting our products, the skill levels of our employees, and the services provide to help stay at the forefront of our market.

Key performance indicators

The key financial highlights are as follows:

2025 20 24 20 23 20 22

Turnover 44,849,776 44,518,283 45,483,674 58,031,453

Turnover growth (percent) 0.7 -2.1 -21.6 3.8

Gross profit margin (percent) 26.7 23.5 25.3 26.8

Profit before tax 5,410,698 5,826,877 7,399,051 11,588,313

This year, the company's turnover has remained constant, however unit volume has increased.

The company has shareholders' funds of £19,959,360 at the year end and the directors consider the state of affairs of the company to be satisfactory.

ZND (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 2 -
Promoting the success of the company

The directors in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider what, in good faith, would be most likely to promote the success of the Company for the benefit of its members, and in doing so have regard, amongst other matters, to the:

- Likely consequences of any decision in the long term.

- Interests of the company’s employees.

- Need to foster the company’s business relationships with suppliers, customers and others.

- Impact of the company’s operations on the community and the environment.

- Desirability of the company maintaining a reputation for high standards of business conduct.

- Need to act fairly as between members of the company.

Stakeholders Engagement

The company’s business strategy is focused on achieving success for the Company in the long term. In setting this strategy, the Board takes into account their duty to promote the success of the company for the benefit of its shareholders whilst having regard to other stakeholders.

The board regularly discusses issues concerning employees, customers, suppliers, community and environment, regulators and its shareholders. All of these are taken into account in its discussions and in its decision-making process.

In addition to this, the board seeks to understand the interests and views of the Company’s stakeholders by engaging with them directly when required.

The following section summarises the key stakeholders and how we engage with each.

Employees

Our employees contribute to a positive working culture and healthy working environment. Employees are key to the success of our business. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our teams to ascertain the training and development opportunities that should be made available to improve productivity and our individual employee’s potential within the business.

Our culture invites different perspectives, new ideas and opportunities for growth. We work hard to ensure employees feel welcome and are valued for their hard work.

Customers

By partnering with our customers, we create solutions for the future. It is essential that we can consistently and continuously design and offer innovative, high quality products to new and existing customers at an accessible price. In doing so we will build our brand value and loyalty.

We are in regular contact with our customers in order to understand their requirements and ensure that service levels are maintained to a high standard. This communication includes regular update calls or face to face meetings depending on the customers preference and location.

We actively encourage customer feedback as a means to further improve our service levels.

ZND (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 3 -

Suppliers

As a global business, we work with a wide range of suppliers both in the UK and globally. We remain committed to being fair and transparent in our dealings with all of our suppliers.

Our suppliers are fundamental to the quality of our products. Having a range of suppliers that constitute successful partnerships ensures value for the business and provides resilience in case of supply chain disruption.

The company has systems and processes in place to ensure suppliers are paid in a timely manner.

Community and Environment

The boards approach to social responsibility, d iversity and the community is of high importance.

Regulators

We work with our regulators and the government in an open and proactive manner.

The boards intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards and good governance expected of a business like ours. In doing so, we believe we will achieve our long-term business strategy and further develop our reputation in our sector.

We have a number of documented procedures to ensure that the Company complies with all legal and regulatory requirements relating to the provision of products to our customers and sourcing of materials from suppliers.

Shareholders

The board also seeks to behave in a responsible manner towards our shareholders. The Board regularly communicates information relevant to its shareholders, such as financial reporting, capex requirements and business growth strategies.

Through our engagement activities we strive to obtain investor buy-in into our strategic objectives and how we go about executing them.

On behalf of the board

Mr J McLean
Director
16 January 2026
ZND (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 October 2025.

Principal activities

The principal activity of the company continued to be that of the manufacture of temporary security fencing and crowd control barriers.

Results and dividends

The results for the year are set out on page 10.

Dividends totalling £nil were paid during the year.

Directors

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

Mr J McLean
Mr M Van Kesteren
Post reporting date events

There are no post reporting date events to highlight.

Future developments

Costs within the business continue to rise with both direct and in-direct costs all on the upward trend, and further increases predicted in 2026. The OECD predict the UK economy to grow by 1.2% to 1.3% in 2026. Large construction projects are reported to grow 3.4% to 3.7%. We remain optimistic that the new year will bring improved trading conditions to our market. ZND continues to invest in promoting our products, the skill levels of our employees, and the services provide to help stay at the forefront of our market.

Auditor

The auditor, GBAC Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

UK Greenhouse gas emissions and energy use data for the period 1 November to 31 st October | 2024/25 | 2023/24 | 2022/23
Energy consumption used to calculate emissions (kWh) | 1,861,129 | 1,610,018 | 1,865,542
Scope 2 emissions in metric tonnes CO 2 e Purchased electricity – kWh to kg CO 2 e using conversion factor of 0.2311 | 430.11 | 372.08 | 432.05
Intensity ratio kWh per revenue | 0.0415 | 0.0362 | 0.0411
Intensity ratio kWh per average number of employees | 18,991 | 16,771 | 17,152

Company

We believe in respecting the environment and conducting our business in a responsible way. The success of our business over the long term depends on the environmental sustainability of our operations, the resilience of our supply chain and our ability to manage climate change impact.

On looking to place our energy contracts, the levels of renewable energy sources used is one of the key factors in making this decision and as the same time we continue to look at more efficient ways to operate the business in terms of its energy consumption and levels of waste.

ZND (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 5 -
Statement of disclosure to auditor

So far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the directors 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 company's auditor is aware of that information.

Risk exposure

The company's financial instruments comprise bank balances, bank overdrafts, trade creditors, trade debtors, a factoring facility and finance lease agreements. The main purpose of these instruments is to raise funds to finance the company's operations.

The company's approach to managing risks applicable to the financial instruments concerned is shown below. In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of the factoring facility at floating rates of interest. The company manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

On behalf of the board
Mr J McLean
Director
16 January 2026
ZND (UK) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 6 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the 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 company and of the profit or loss of the company 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 UK 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ZND (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ZND (UK) LIMITED
- 7 -
Opinion

We have audited the financial statements of ZND (UK) Limited (the 'company') for the year ended 31 October 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the 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 company's affairs as at 31 October 2025 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 auditors' report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' 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.

ZND (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZND (UK) LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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 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 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 auditors' 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.

We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, application of cumulative audit knowledge and experience of the sector.

We determined the principal laws and regulations relevant to the company in this regard to be those arising from the Companies Act 2006, Local tax laws and regulations, Anti Money Laundering Legislation, Bribery Act 2010 and The Patents Regulations 2000.

We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, including the potential for management bias identified in relation to the provisions and estimates and and we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate.

As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://​www.frc.org.uk/​auditors/​audit-assurance-ethics/​auditors-responsibilities-for-the-audit. This description forms part of our auditor's report.

ZND (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZND (UK) LIMITED
- 9 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Victoria Jane Davies (Senior Statutory Auditor)
For and on behalf of GBAC Limited
16 January 2026
Statutory Auditor
Old Linen Court
83-85 Shambles Street
Barnsley
South Yorkshire
S70 2SB
ZND (UK) LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 10 -
2025
2024
Notes
£
£
Revenue
3
44,849,776
44,518,283
Cost of sales
(32,871,613)
(34,062,283)
Gross profit
11,978,163
10,456,000
Administrative expenses
(5,766,596)
(3,837,101)
Operating profit
4
6,211,567
6,618,899
Investment income
8
5
21
Finance costs
9
(800,874)
(792,043)
Profit before taxation
5,410,698
5,826,877
Tax on profit
10
(1,535,502)
(1,485,427)
Profit for the financial year
3,875,196
4,341,450

The income statement has been prepared on the basis that all operations are continuing operations.

ZND (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2025
- 11 -
2025
2024
£
£
Profit for the year
3,875,196
4,341,450
Other comprehensive income
-
-
Total comprehensive income for the year
3,875,196
4,341,450
ZND (UK) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
31 October 2025
- 12 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
11
2,909,760
3,395,668
Current assets
Inventories
13
6,580,127
7,177,163
Trade and other receivables
14
20,510,544
17,450,370
Cash and cash equivalents
5,198,642
618,473
32,289,313
25,246,006
Current liabilities
15
(10,986,937)
(12,549,876)
Net current assets
21,302,376
12,696,130
Total assets less current liabilities
24,212,136
16,091,798
Non-current liabilities
16
(4,252,776)
(7,634)
Net assets
19,959,360
16,084,164
Equity
Called up share capital
21
100,000
100,000
Retained earnings
19,859,360
15,984,164
Total equity
19,959,360
16,084,164
The financial statements were approved by the board of directors and authorised for issue on 16 January 2026 and are signed on its behalf by:
Mr J McLean
Director
Company registration number 03447088 (England and Wales)
ZND (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
- 13 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 November 2023
100,000
11,642,714
11,742,714
Year ended 31 October 2024:
Profit and total comprehensive income
-
4,341,450
4,341,450
Balance at 31 October 2024
100,000
15,984,164
16,084,164
Year ended 31 October 2025:
Profit and total comprehensive income
-
3,875,196
3,875,196
Balance at 31 October 2025
100,000
19,859,360
19,959,360
ZND (UK) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
6,512,504
547,923
Interest paid
(598,273)
(792,043)
Income taxes paid
(1,241,211)
(591,110)
Net cash inflow/(outflow) from operating activities
4,673,020
(835,230)
Investing activities
Purchase of property, plant and equipment
(106,372)
(63,716)
Proceeds on disposal of property, plant and equipment
20,637
27,967
Interest received
5
21
Net cash used in investing activities
(85,730)
(35,728)
Financing activities
Receipt of bank loans and factor loans
1,122,323
(227,500)
Payment of finance leases obligations
(26,434)
(146,397)
Net cash generated from/(used in) financing activities
1,095,889
(373,897)
Net increase/(decrease) in cash and cash equivalents
5,683,179
(1,244,855)
Cash and cash equivalents at beginning of year
(484,537)
760,318
Cash and cash equivalents at end of year
5,198,642
(484,537)
Relating to:
Cash at bank and in hand
5,198,642
618,473
Bank overdrafts included in creditors payable within one year
-
0
(1,103,010)
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
- 15 -
1
Accounting policies
Company information

ZND (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Gateway, Parkgate, Rotherham, South Yorkshire, S62 6JL.

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.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Turnover represents sales of goods excluding value added tax. Revenue is recognised when the goods are dispatched.

The company recognises revenue from the following major sources:

- Fencing

- Barriers

- Fencing accessories

- Footings

- Hoarding

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 16 -

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:

Land and buildings
Straight line over 20 years
Plant and machinery
20% straight line
Fixtures, fittings & equipment
20% straight line
Computer equipment
33% straight line
Motor vehicles
33% straight line

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

1.6
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
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.

1.8
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables 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

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.

ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 17 -
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 company 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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 payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 payables 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 s ubsequently 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.

ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
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 income statement 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 company’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 taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

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 income statement, 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 when the company has 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.

1.11
Employee benefits

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

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.

1.12
Retirement benefits

The company provides a defined contribution pension scheme, the assets of which are held separately from those of the company in an independently administered fund. Contributions to this scheme are charged to the profit and loss account as they become payable.

ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 19 -
1.13
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 statement of financial position 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 s asset are consumed.

1.14
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Revenue

An analysis of the company's revenue is as follows:

2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
31,641,383
31,581,938
Sales - EC
12,422,632
11,171,122
Sales - Rest of the World
785,761
1,765,223
44,849,776
44,518,283
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 20 -
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
63,116
(656,972)
Research and development costs
4,399
-
Depreciation of property, plant and equipment
656,893
811,430
Profit on disposal of property, plant and equipment
(13,845)
(16,560)
Operating lease charges
251,796
246,515
5
Auditors' remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
40,430
18,929
For other services
Taxation compliance services
8,555
6,560
All other non-audit services
1,770
1,960
10,325
8,520
6
Employees

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

2025
2024
Number
Number
Office and management
10
9
Production
98
82
Selling and distribution
5
5
Total
113
96

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,468,710
3,249,659
Social security costs
406,983
337,343
Pension costs
84,454
72,246
3,960,147
3,659,248
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 21 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
215,238
202,571
Company pension contributions to defined contribution schemes
5,226
5,085
220,464
207,656

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
215,238
202,571
Company pension contributions to defined contribution schemes
5,226
5,085
8
Investment income
2025
2024
£
£
Interest income
Interest on bank deposits
5
21
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
5
21
9
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost
Interest on bank overdrafts and loans
265,200
252,289
Interest on invoice finance arrangements
333,073
413,942
598,273
666,231
Other finance costs
Interest on finance leases and hire purchase contracts
-
11,021
Other interest
202,601
114,791
800,874
792,043
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 22 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,418,908
1,485,427
Adjustments in respect of prior periods
97,837
-
0
Total current tax
1,516,745
1,485,427
Deferred tax
Origination and reversal of timing differences
18,757
-
0
Total tax charge
1,535,502
1,485,427

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

2025
2024
£
£
Profit before taxation
5,410,698
5,826,877
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,352,675
1,456,719
Tax effect of expenses that are not deductible in determining taxable profit
5,399
8,314
Tax effect of income not taxable in determining taxable profit
(3,461)
(4,140)
Permanent capital allowances in excess of depreciation
64,295
24,534
Under/(over) provided in prior years
97,837
-
0
Deferred tax
18,757
-
0
Taxation charge for the year
1,535,502
1,485,427
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 23 -
11
Property, plant and equipment
Land and buildings
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 November 2024
4,848,610
12,418,986
150,060
286,135
177,577
17,881,368
Additions
-
0
89,821
5,266
8,945
73,745
177,777
Disposals
-
0
-
0
-
0
-
0
(46,038)
(46,038)
At 31 October 2025
4,848,610
12,508,807
155,326
295,080
205,284
18,013,107
Depreciation
At 1 November 2024
2,003,974
11,937,016
145,945
272,287
126,478
14,485,700
Depreciation charged in the year
397,749
200,468
2,182
8,220
48,274
656,893
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(39,246)
(39,246)
At 31 October 2025
2,401,723
12,137,484
148,127
280,507
135,506
15,103,347
Carrying amount
At 31 October 2025
2,446,887
371,323
7,199
14,573
69,778
2,909,760
At 31 October 2024
2,844,636
481,970
4,115
13,848
51,099
3,395,668

Included within property, plant and equipment are assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
49,409
6,792
12
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
18,743,482
14,765,643
Carrying amount of financial liabilities
Measured at amortised cost
11,858,309
9,750,552
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 24 -
13
Inventories
2025
2024
£
£
Raw materials and consumables
1,804,827
2,973,333
Work in progress
154,411
174,469
Finished goods and goods for resale
4,620,889
4,029,361
6,580,127
7,177,163
14
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
10,683,277
8,363,460
Amounts owed by group undertakings
8,056,673
6,402,183
Other receivables
3,532
141,057
Prepayments and accrued income
1,580,600
2,338,451
20,324,082
17,245,151
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 19)
186,462
205,219
Total debtors
20,510,544
17,450,370
15
Current liabilities
2025
2024
Notes
£
£
Factor loan and bank loan
17
450,000
4,629,260
Obligations under finance leases
18
10,207
11,805
Trade payables
4,330,402
3,362,426
Amounts due to group undertakings
1,366,807
756,426
Corporation tax
3,204,317
2,726,182
Other taxation and social security
177,087
80,776
Accruals and deferred income
1,448,117
983,001
10,986,937
12,549,876
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 25 -
16
Non-current liabilities
2025
2024
Notes
£
£
Bank loans and overdrafts
17
4,198,573
-
0
Obligations under finance leases
18
54,203
7,634
4,252,776
7,634

The bank loan is secured by a fixed charge over the assets of the company.

The finance leases are secured upon the assets which they were used to acquire.

17
Borrowings
2025
2024
£
£
Bank loans and factor loans
4,648,573
3,526,250
Bank overdrafts
-
0
1,103,010
4,648,573
4,629,260
Payable within one year
450,000
4,629,260
Payable after one year
4,198,573
-
0

The bank loans and factor loans are secured by fixed charges over the assets of the company.

The bank loan is a 5 year loan but is based upon a 15 year repayment profile. Interest is charged at 1.79% above Bank of England Bank Rate per annum.

18
Finance lease obligations
2025
2024
Amounts due:
£
£
Within one year
10,207
11,805
After more than one year
54,203
7,634
64,410
19,439
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
10,207
11,805
In two to five years
54,203
7,634
64,410
19,439
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
18
Finance lease obligations
(Continued)
- 26 -

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
186,462
205,219
2025
Movements in the year:
£
Asset at 1 November 2024
(205,219)
Charge to profit or loss
18,757
Asset at 31 October 2025
(186,462)

The deferred tax asset set out above is expected to reverse within 60 months and relates to the utilisation of tax losses against future expected profits of the same period.

20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
84,454
72,246

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £11,705 (2024: £7,480) were payable to the fund at the year end and are included in creditors.

21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
70,000
70,000
70,000
70,000
Ordinary B of £1 each
20,000
20,000
20,000
20,000
Ordinary C of £1 each
10,000
10,000
10,000
10,000
100,000
100,000
100,000
100,000
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
21
Share capital
(Continued)
- 27 -

The different classes of shares carry respective voting rights and rights to appoint and remove directors and restrictions on transfer, but in all other respects are the same.

22
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, is as follows.

2025
2024
£
£
Aggregate compensation
452,920
365,778
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Sale of goods
Purchase of goods
2025
2024
2025
2024
£
£
£
£
Entities with control, joint control or significant influence over the company
202,825
-
0
931,553
622,000
Other related parties
808,484
412,273
1,654,495
1,663,173
1,011,309
412,273
2,586,048
2,285,173

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts owed to related parties
£
£
Entities with control, joint control or significant influence over the company
1,194,052
465,324
Other related parties
172,755
291,102
1,366,807
756,426

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts owed by related parties
£
£
Entities with control, joint control or significant influence over the company
8,030,424
6,381,057
Other related parties
26,249
21,126
8,056,673
6,402,183
ZND (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
22
Related party transactions
(Continued)
- 28 -

No guarantees have been given or received.

23
Ultimate controlling party

The parent company of ZND (UK) Limited is ZND Group B.V, a company registered in the Netherlands.

The directors consider there is no one ultimate holding company.

Mr M van Kesteren, acting in the role of CEO of Screen Acquisition B.V. is considered to be the ultimate controlling party.

ZND (UK) Limited is consolidated into the accounts of Screen Acquisition B.V., a company incorporated in the Netherlands.

24
Cash generated from operations
2025
2024
£
£
Profit after taxation
3,875,196
4,341,450
Adjustments for:
Taxation charged
1,535,502
1,485,427
Finance costs
800,874
792,043
Investment income
(5)
(21)
Gain on disposal of property, plant and equipment
(13,845)
(16,560)
Depreciation and impairment of property, plant and equipment
656,893
811,430
Movements in working capital:
Decrease/(increase) in inventories
597,036
(1,003,021)
Increase in trade and other receivables
(3,078,931)
(5,683,203)
Increase/(decrease) in trade and other payables
2,139,784
(179,622)
Cash generated from operations
6,512,504
547,923
25
Analysis of changes in net funds/(debt)
1 November 2024
Cash flows
New leases
31 October 2025
£
£
£
£
Cash at bank and in hand
618,473
4,580,169
-
5,198,642
Bank overdrafts
(1,103,010)
1,103,010
-
-
0
(484,537)
5,683,179
-
0
5,198,642
Borrowings excluding overdrafts
(3,526,250)
(1,122,323)
-
(4,648,573)
Lease liabilities
(19,439)
26,434
(71,405)
(64,410)
(4,030,226)
4,587,290
(71,405)
485,659
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