Registration number:
Zone Bidco Ltd
for the Year Ended 31 December 2025
Zone Bidco Ltd
(Registration number: 15640161)
Balance Sheet as at 31 December 2025
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Note |
2025 |
(As restated) |
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Fixed assets |
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Investments |
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Creditors: Amounts falling due within one year |
( |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
369,236 |
369,236 |
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|
Share premium reserve |
36,554,399 |
36,554,399 |
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|
Retained earnings |
13,307,088 |
9,660,759 |
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|
Shareholders' funds |
50,230,723 |
46,584,394 |
Approved and authorised by the
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......................................... |
Zone Bidco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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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
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
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.
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Staff numbers |
The average number of persons employed by the company (including directors) during the year, was
Zone Bidco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Investments |
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2025 |
2024 |
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Investments in subsidiaries |
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Subsidiaries |
$ |
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Cost or valuation |
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At 1 January 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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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:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2025 |
2024 |
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Subsidiary undertakings |
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Magdalen Centre, England and Wales |
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Subsidiary undertakings |
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Solution 7 Limited The principal activity of Solution 7 Limited is |
Zone Bidco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Creditors |
Creditors: amounts falling due within one year
|
Note |
2025 |
2024 |
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Due within one year |
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Amounts owed to related parties |
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Accruals and deferred income |
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- |
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Other creditors |
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Creditors: amounts falling due after more than one year
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2025 |
2024 |
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Due after one year |
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Other financial liabilities |
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2025 |
2024 |
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Due after more than five years |
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After more than five years not by instalments |
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- |
- |
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. |
$ |
No. |
$ |
|
|
|
|
369,236 |
|
369,236 |
Zone Bidco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Loans and borrowings |
Borrowings
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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). |
Other payables
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This is included within other financial liabilities over 1 year above. |
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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
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2025 |
Subsidiary |
Parent |
Total |
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At start of period |
- |
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Advanced |
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- |
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Repaid |
- |
( |
( |
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At end of period |
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2024 |
Parent |
Total |
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Advanced |
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Repaid |
( |
( |
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At end of period |
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Zone Bidco Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
PMB 6040
Boston, MA 02109