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Registration number: 15640161

Zone Bidco Ltd
Filleted Financial Statements
for the Year Ended 31 December 2025

Zone Bidco Ltd

Contents

Balance Sheet | 1
Notes to the Financial Statements | 2 to 8

Zone Bidco Ltd

(Registration number: 15640161)
Balance Sheet as at 31 December 2025

| Note | 2025 $ | (As restated) 2024 $
Fixed assets |  |  |
Investments | 4 | 115,198,700 | 115,198,700
Creditors: Amounts falling due within one year | 5 | (16,757,443) | (3,220,871)
Total assets less current liabilities |  | 98,441,257 | 111,977,829
Creditors: Amounts falling due after more than one year | 5 | (48,210,534) | (65,393,435)
Net assets |  | 50,230,723 | 46,584,394
Capital and reserves |  |  |
Called up share capital | 6 | 369,236 | 369,236
Share premium reserve |  | 36,554,399 | 36,554,399
Retained earnings |  | 13,307,088 | 9,660,759
Shareholders' funds |  | 50,230,723 | 46,584,394

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 10 April 2026 and signed on its behalf by:

......................................... C W Wonderling Director

Zone Bidco Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
30 St Giles'
Oxford
OX1 3LE

These financial statements were authorised for issue by the Board on 10 April 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in USD, which is the Company’s presentation currency.
The functional currency of the Company is USD. In determining the functional currency, management considers the currency in which financing activities are denominated.
In prior periods, the Company’s functional currency was considered to be GBP. It has now been determined that the more appropriate functional currency is USD and accordingly, the comparative information has been restated.

Summary of disclosure exemptions

Zone Bidco Limited heads a small group and is therefore exempt from the obligation to prepare and deliver group accounts.

Zone Bidco Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

Audit report

The Independent Auditor's Report was unqualified. We draw attention to note 2 of the financial statements which describes the correction of a prior period error and the change in functional currency. Our opinion is not modified in respect of this matter. The name of the Senior Statutory Auditor who signed the audit report on 14 April 2026 was Benjamin Hayes FCA, who signed for and on behalf of Wenn Townsend.

Changes in accounting policy

The following have been applied for the first time from 1 January 2025 and have had an effect on the financial statements:

Change in functional currency

In prior periods, the Company’s functional currency was considered to be GBP. It has now been determined that the more appropriate functional currency is USD.
See prior period error point below.

Prior period errors

In the prior year, a premium on share issue was incorrectly disclosed as a loan. In addition the purchase cost of a subsidiary addition was undervalued due to a share component of the consideration.
Following review, it was also considered that the functional currency of the company is USD rather than the previously reported GBP. The balance sheet and profit and loss transactions have been translated at the appropriate exchange rate for the transaction date.
These have been corrected via restatement of the 2024 figures as follows:

|  | $ |
Share premium |  | 36,554,399 |
Intercompany loan |  | (36,554,399) |
Subsidiary value |  | 6,810,669 |
Intercompany loan |  | (6,810,669) |

The restatement of the functional currency cannot be practically disclosed.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Zone Bidco Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Creditors are recognised initially at the net pesent value of the transaction price.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in the interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2024 - 0).

Zone Bidco Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

4 | Investments

| 2025 $ | 2024 $
Investments in subsidiaries | 115,198,700 | 115,198,700

Subsidiaries | $
Cost or valuation
At 1 January 2025 | 115,198,700
Carrying amount
At 31 December 2025 | 115,198,700
At 31 December 2024 | 115,198,700

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Solution 7 Limited | Magdalen Centre, Oxford Science Park, Oxford, Oxon, OX4 4GA England and Wales | Ordinary shares | 100% | 100%

Subsidiary undertakings
Solution 7 Limited The principal activity of Solution 7 Limited is licensed software and software development services.

Zone Bidco Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

5 | Creditors

Creditors: amounts falling due within one year

| Note | 2025 $ | 2024 $
Due within one year |  |  |
Amounts owed to related parties | 8 | 853,519 | 1,594,508
Accruals and deferred income |  | 3,364 | -
Other creditors |  | 15,900,560 | 1,626,363
|  | 16,757,443 | 3,220,871

Creditors: amounts falling due after more than one year

| 2025 $ | 2024 $
Due after one year |  |
Other financial liabilities | 48,210,534 | 65,393,435

| 2025 $ | 2024 $
Due after more than five years |  |
After more than five years not by instalments | 34,700,000 | 38,000,000

| - | -

6 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | $ | No. | $
Ordinary shares of $0.01 each | 36,923,634 | 369,236 | 36,923,634 | 369,236

Zone Bidco Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

7 | Loans and borrowings

Borrowings

Long term intercompany loan is denominated in $ with a nominal interest rate of 5%, and the final instalment is due on 26 April 2031. The carrying amount at year end is $34,700,000 (2024 - $38,000,000). This is included within other financial liabilities over 1 year above.

Other payables

Deferred consideration payable is denominated in $ with a nominal interest rate of 3%, and the final instalment is due on 30 April 2027. The net present value carrying amount at year end is $13,510,534 (2024 - $27,393,435). This is included within other financial liabilities over 1 year above.

8 | Related party transactions

Summary of transactions with parent

ZS Holdco LLC is an indirect parent company of Zone Bidco Limited

Summary of transactions with all entities with joint control or significant interest

Solution 7 Limited is a subsidiary company of Zone Bidco Limited

Loans from related parties

2025 | Subsidiary $ | Parent $ | Total $
At start of period | - | 39,594,508 | 39,594,508
Advanced | 853,519 | - | 853,519
Repaid | - | (4,894,508) | (4,894,508)
At end of period | 853,519 | 34,700,000 | 35,553,519

2024 | Parent $ | Total $
Advanced | 51,481,721 | 51,481,721
Repaid | (11,887,213) | (11,887,213)
At end of period | 39,594,508 | 39,594,508

Zone Bidco Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

9 | Parent and ultimate parent undertaking

The company's immediate parent is Zone & Company Software Consulting LLC, incorporated in United States of America.
The ultimate parent is ZS Holdco LLC, incorporated in United States of America.
The most senior parent entity producing publicly available financial statements is ZS Holdco LLC. These financial statements are available upon request from 6 Liberty Square
PMB 6040
Boston, MA 02109