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REGISTERED NUMBER: 13678762 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

Zephyr X Holdings Limited

Zephyr X Holdings Limited (Registered number: 13678762)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


Zephyr X Holdings Limited

Company Information
for the Year Ended 31 December 2025







DIRECTORS: A S Faulkner
M J Cooper



REGISTERED OFFICE: 46 Curzon Street
London
W1J 7UH



REGISTERED NUMBER: 13678762 (England and Wales)



SENIOR STATUTORY AUDITOR: Keval Dattani ACA



AUDITORS: bk plus Audit Limited
Azzurri House
Walsall Road
Aldridge
Walsall
WS9 0RB

Zephyr X Holdings Limited (Registered number: 13678762)

Group Strategic Report
for the Year Ended 31 December 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

The Group operates through two complementary divisions: Zephyr X, a property development and investment business, and EQ Care, a provider of residential and nursing care services. Together they form a fully integrated model spanning the creation, ownership and operation of high-quality living environments across the UK. Zephyr X specialises in designing and delivering state-of-the-art senior living and care-home developments, embedding sustainability, technology integration and best-in-class design principles. EQ Care operates the Group's care homes under a values-driven philosophy centred around compassion, dignity and person-centred support, aligned to the organisation's "Ohana" ethos of community and inclusion. This vertical integration ensures continuity from build to occupation, enabling the Group to deliver consistent quality, operational control and long-term value across its portfolio.

REVIEW OF BUSINESS
The year ended 31 December 2025 was one of transition in the Group's revenue mix. Turnover of £25,234,964 (2024: £33,804,019) reflects a planned reduction in development sales recognised in the period, offset by substantial growth in recurring care income as homes completed in prior periods moved through commissioning and into occupancy. Gross profit was £6,229,053 (2024: £9,084,469), a margin of 24.7% (2024: 26.9%), and the Group recorded an operating loss of £(269,389) (2024: profit of £31,440) as the care platform continued to carry staffing and overhead ahead of homes reaching mature occupancy. After a revaluation gain on investment property of £4,269,749 (2024: £8,646,412) and finance costs of £8,728,433 (2024: £4,638,739), the loss before taxation was £(4,534,203) (2024: profit of £4,175,023) and the loss after taxation £(1,435,231) (2024: profit of £2,013,420).

The increase in finance costs is the principal driver of the reported loss and follows the significant expansion of the Group's secured funding during the year, with bank loans rising to £48,568,006 (2024: £19,113,754) to fund construction activity. That investment is reflected in the balance sheet: investment property increased to £66,119,606 (2024: £46,957,603), development work in progress held within stocks increased to £37,912,031 (2024: £26,676,299), and cash at bank and in hand strengthened to £7,253,213 (2024: £4,664,960). Net current assets improved to £10,694,056 (2024: £4,451,231). The Group remains in a net liability position of £(13,209,098) (2024: £(11,905,256)), which the directors consider consistent with a capital-intensive development platform at this stage of its growth cycle and which is supported by the continuing funding commitment of the wider group.

During the year, Zephyr X continued to advance a broad pipeline of development projects across the UK. Sites under construction or in the final stages of development include Bishops Waltham, Burntwood, Kidderminster, Towcester, Horsham, Horley and East Grinstead. These schemes are designed to set a new standard for care environments through ensuite accommodation, hotel-style amenities, communal lounges, landscaped gardens and, where appropriate, specialist dementia-support layouts. Alder Lodge at Bishops Waltham offers private ensuite living and amenity-rich community spaces, while the Burntwood development introduces a high-street-connected community hub, reinforcing the Group's approach to integration within local neighbourhoods and supporting social inclusion.


Zephyr X Holdings Limited (Registered number: 13678762)

Group Strategic Report
for the Year Ended 31 December 2025

REVIEW OF BUSINESS (CONTINUED)
The Group also continues to build momentum through its forward pipeline, which includes strategic sites at Amersham, Alton, Newport (Shropshire), Ash (Surrey) and Milton Keynes. These locations are aligned with demographic demand, local authority care requirements and sustainable expansion principles, and position the Group to respond to ageing population pressures while setting a benchmark for modern, wellness-oriented senior living.

Alongside development progress, EQ Care grew materially during the year as newly commissioned homes ramped towards stabilised occupancy. Average effective bed capacity increased to 303 beds (2024: 242 beds) and occupancy improved to 73.9%, driving care revenue growth of approximately 90% year on year. EQ Care promotes a hospitality-inspired model offering personalised care, lifestyle-led programming and a range of funding pathways, including private funding, local authority placements and NHS continuing healthcare. This operational approach ensures residents experience community belonging, comfort, clinical safety and meaningful daily living.

The Group's strategy remains focused on expanding its development footprint while maintaining care-quality leadership. The combined strengths of in-house design, planning, construction oversight and operational capability produce synergies across lifecycle management, from early feasibility to long-term occupancy. These advantages support consistency of resident experience, operational efficiency and predictable asset performance. Continued investment in sustainability initiatives, governance frameworks and digital infrastructure further reinforces the Group's commitment to long-term stability and stakeholder confidence.

2025 2024
Gross Profit % 24.68% 26.87%
Net Profit % -17.97% 12.35%
Current ratio 1.15 1.15
Gearing ratio 0.242 0.24

PRINCIPAL RISKS AND UNCERTAINTIES
The Group continues to manage risks inherent in both development and care provision. These include regulatory obligations within health and social care, funding variability linked to local authorities and healthcare commissioners, planning and construction-cycle risks, and operational pressures such as workforce capacity, compliance, safeguarding quality and occupancy performance. The Group is also exposed to interest-rate and refinancing risk on its secured development facilities, which increased significantly during the year, and to the timing of development sales, which can cause turnover and margin to vary materially between periods. The Group mitigates these through strong governance, active oversight, rigorous audit processes, disciplined financial management, close monitoring of facility headroom and covenant compliance, and continuous investment in people, culture and training. Maintaining quality of care remains the Group's highest priority, recognising that resident safety, wellbeing and service credibility are core to sustainable financial outcomes.

Looking ahead, the Group intends to deliver its live development pipeline while progressing its upcoming sites and enhancing technology enablement across its estate. Occupancy maturation across the existing care estate is expected to be the principal driver of improving operating profitability. Relationships with funding partners, local authorities and regulators will remain central to growth, alongside a renewed emphasis on ESG outcomes, carbon-reduction strategies and inclusive community programming. Supported by demographic shifts, including accelerating demand for purpose-built later-living environments, the Group remains well positioned to deliver responsible and scalable expansion. The Board continues to prioritise high-quality environments, compassionate care and sustainable value creation, ensuring long-term societal benefit and financial resilience.

ON BEHALF OF THE BOARD:





A S Faulkner - Director


5 August 2026

Zephyr X Holdings Limited (Registered number: 13678762)

Report of the Directors
for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES
The principal activities of the group in the year under review were those of a group holding company

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2025.

No dividends were distributed for the year ended 31 December 2024.

The results for the year are set out on page 9.

FUTURE DEVELOPMENTS
The directors intend to continue the company's principal activities and are committed to maintaining its long-term growth and profitability. The directors will continue to monitor market conditions and identify opportunities to develop the business where appropriate.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

A S Faulkner
M J Cooper

FINANCIAL INSTRUMENTS
The group's financial risk management objectives and policies are designed to safeguard the group's assets and maintain sufficient liquidity to support its operations. The principal financial instruments comprise cash and cash equivalents, trade and other receivables, trade and other payables, bank borrowings and lease liabilities.

The principal financial risks arising from the group's financial instruments are credit risk, liquidity risk and interest rate risk. Credit risk is managed through the monitoring of customer creditworthiness and the maintenance of appropriate credit controls. Liquidity risk is managed by maintaining adequate cash resources and available borrowing facilities to ensure that the group is able to meet its financial obligations as they fall due. Interest rate risk is managed by monitoring market conditions and, where appropriate, the mix of fixed and variable rate borrowings.

The directors regularly review the group's financial risk management policies and consider them appropriate for the size and complexity of the group's operations.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


Zephyr X Holdings Limited (Registered number: 13678762)

Report of the Directors
for the Year Ended 31 December 2025

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, bk plus Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A S Faulkner - Director


5 August 2026

Report of the Independent Auditors to the Members of
Zephyr X Holdings Limited

Opinion
We have audited the financial statements of Zephyr X Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Zephyr X Holdings Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

From the preliminary of the audit, we ensure our understanding of the entity is up to date. This includes, but is not limited to, current knowledge of their activities, the business and control environments, and their compliance with the applicable legal and regulatory frameworks. This information supports our risk identification and the subsequent design of audit procedures to mitigate those risks; ensuring that the audit evidence obtained is sufficient and appropriate to support our opinion.

In response to the risks identified, specific to this entity, we designed procedures which included, but were not limited to:
- Enquiry of management and those charged with governance around actual and potential litigation and claims;
- Reviewing minutes of meetings of those charged with governance, if available;
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale for significant transactions outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Zephyr X Holdings Limited


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 a Report of the Auditors 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.




Keval Dattani ACA (Senior Statutory Auditor)
for and on behalf of bk plus Audit Limited
Azzurri House
Walsall Road
Aldridge
Walsall
WS9 0RB

5 August 2026

Zephyr X Holdings Limited (Registered number: 13678762)

Consolidated
Income Statement
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   

TURNOVER 4 25,234,964 33,804,019

Cost of sales (19,005,911 ) (24,719,550 )
GROSS PROFIT 6,229,053 9,084,469

Administrative expenses (6,463,967 ) (9,053,951 )
(234,914 ) 30,518

Other operating income 6,620 922
OPERATING (LOSS)/PROFIT 6 (228,294 ) 31,440

Income from shares in group
undertakings

131,389

-
Interest receivable and similar income 62,481 135,910
(34,424 ) 167,350
Gain/loss on revaluation of investment
property

4,269,749

8,646,412
4,235,325 8,813,762

Interest payable and similar expenses 7 (8,743,670 ) (4,638,739 )
(LOSS)/PROFIT BEFORE TAXATION (4,508,345 ) 4,175,023

Tax on (loss)/profit 8 3,098,972 (2,161,603 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(1,409,373

)

2,013,420
(Loss)/profit attributable to:
Owners of the parent (975,074 ) 2,579,313
Non-controlling interests (434,299 ) (565,893 )
(1,409,373 ) 2,013,420

Zephyr X Holdings Limited (Registered number: 13678762)

Consolidated
Other Comprehensive Income
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (1,409,373 ) 2,013,420


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,409,373

)

2,013,420

Total comprehensive income attributable to:
Owners of the parent (1,106,463 ) 2,579,313
Non-controlling interests (302,910 ) (565,893 )
(1,409,373 ) 2,013,420

Zephyr X Holdings Limited (Registered number: 13678762)

Consolidated Balance Sheet
31 December 2025

31.12.25 31.12.24
Notes £    £   
FIXED ASSETS
Intangible assets 10 29,313 52,017
Tangible assets 11 949,988 1,051,864
Investments 12 3 2
Investment property 13 66,119,606 46,957,603
67,098,910 48,061,486

CURRENT ASSETS
Stocks 14 37,912,031 26,676,299
Debtors 15 3,549,348 2,192,367
Cash at bank and in hand 7,302,213 4,664,960
48,763,592 33,533,626
CREDITORS
Amounts falling due within one year 16 (38,043,678 ) (29,082,395 )
NET CURRENT ASSETS 10,719,914 4,451,231
TOTAL ASSETS LESS CURRENT
LIABILITIES

77,818,824

52,512,717

CREDITORS
Amounts falling due after more than one
year

17

(91,002,064

)

(62,187,417

)

PROVISIONS FOR LIABILITIES 21 - (2,230,556 )
NET LIABILITIES (13,183,240 ) (11,905,256 )

CAPITAL AND RESERVES
Called up share capital 22 1 1
Fair value reserve 23 9,893,981 6,691,669
Retained earnings 23 (22,207,905 ) (18,030,519 )
SHAREHOLDERS' FUNDS (12,313,923 ) (11,338,849 )

NON-CONTROLLING INTERESTS 24 (869,317 ) (566,407 )
TOTAL EQUITY (13,183,240 ) (11,905,256 )

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2026 and were signed on its behalf by:





A S Faulkner - Director


Zephyr X Holdings Limited (Registered number: 13678762)

Company Balance Sheet
31 December 2025

31.12.25 31.12.24
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 81,325 101,657
Investments 12 3 2
Investment property 13 - -
81,328 101,659

CURRENT ASSETS
Debtors 15 1,913,030 165,511
Cash at bank 529,153 690,278
2,442,183 855,789
CREDITORS
Amounts falling due within one year 16 (96,323 ) (2,444,647 )
NET CURRENT ASSETS/(LIABILITIES) 2,345,860 (1,588,858 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,427,188

(1,487,199

)

CREDITORS
Amounts falling due after more than one
year

17

-

(62,000

)
NET ASSETS/(LIABILITIES) 2,427,188 (1,549,199 )

CAPITAL AND RESERVES
Called up share capital 22 1 1
Retained earnings 2,427,187 (1,549,200 )
SHAREHOLDERS' FUNDS 2,427,188 (1,549,199 )

Company's profit/(loss) for the financial
year

3,976,387

(1,397,236

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2026 and were signed on its behalf by:





A S Faulkner - Director


Zephyr X Holdings Limited (Registered number: 13678762)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up Fair
share Retained value
capital earnings reserve
£    £    £   
Balance at 1 January 2024 1 (14,125,023 ) 206,860

Changes in equity
Total comprehensive income - (3,905,496 ) 6,484,809
Balance at 31 December 2024 1 (18,030,519 ) 6,691,669

Changes in equity
Total comprehensive income - (4,177,386 ) 3,202,312
Balance at 31 December 2025 1 (22,207,905 ) 9,893,981
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1 January 2024 (13,918,162 ) (514 ) (13,918,676 )

Changes in equity
Total comprehensive income 2,579,313 (565,893 ) 2,013,420
Balance at 31 December 2024 (11,338,849 ) (566,407 ) (11,905,256 )

Changes in equity
Total comprehensive income (975,074 ) (302,910 ) (1,277,984 )
Balance at 31 December 2025 (12,313,923 ) (869,317 ) (13,183,240 )

Zephyr X Holdings Limited (Registered number: 13678762)

Company Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2024 1 (151,964 ) (151,963 )

Changes in equity
Total comprehensive income - (1,397,236 ) (1,397,236 )
Balance at 31 December 2024 1 (1,549,200 ) (1,549,199 )

Changes in equity
Total comprehensive income - 3,976,387 3,976,387
Balance at 31 December 2025 1 2,427,187 2,427,188

Zephyr X Holdings Limited (Registered number: 13678762)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 24,792,668 23,928,982
Interest paid (8,736,659 ) (4,633,586 )
Interest element of hire purchase
payments paid

(7,011

)

(5,153

)
Net cash from operating activities 16,048,998 19,290,243

Cash flows from investing activities
Purchase of intangible fixed assets - (6,576 )
Purchase of tangible fixed assets (66,360 ) (881,650 )
Purchase of fixed asset investments (1 ) -
Purchase of investment property (14,892,254 ) (16,423,736 )
Interest received 62,481 135,910
Dividends received 131,389 -
Net cash from investing activities (14,764,745 ) (17,176,052 )

Cash flows from financing activities
Capital repayments in year - 62,000
Amount introduced by directors 1,353,000 -
Net cash from financing activities 1,353,000 62,000

Increase in cash and cash equivalents 2,637,253 2,176,191
Cash and cash equivalents at
beginning of year

2

4,664,960

2,488,769

Cash and cash equivalents at end of
year

2

7,302,213

4,664,960

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2025

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.25 31.12.24
£    £   
(Loss)/profit before taxation (4,508,345 ) 4,175,023
Depreciation charges 190,939 170,404
Gain on revaluation of fixed assets (4,269,749 ) (8,646,412 )
Finance costs 8,743,670 4,638,739
Finance income (193,870 ) (135,910 )
(37,355 ) 201,844
(Increase)/decrease in stocks (11,235,732 ) 11,916,070
Decrease in trade and other debtors 29,546,500 2,382,032
Increase in trade and other creditors 6,519,255 9,429,036
Cash generated from operations 24,792,668 23,928,982

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 7,302,213 4,664,960
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 4,664,960 2,488,769


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank and in hand 4,664,960 2,637,253 7,302,213
4,664,960 2,637,253 7,302,213
Debt
Finance leases (62,000 ) - (62,000 )
Debts falling due within 1 year (8,699,224 ) (5,004,377 ) (13,703,601 )
Debts falling due after 1 year (10,414,530 ) (24,449,875 ) (34,864,405 )
(19,175,754 ) (29,454,252 ) (48,630,006 )
Total (14,510,794 ) (26,816,999 ) (41,327,793 )

Zephyr X Holdings Limited (Registered number: 13678762)

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

1. STATUTORY INFORMATION

Zephyr X Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
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 as applicable to companies subject to the group companies regime. The disclosure requirements of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements have been prepared with early application of the FRS 102 Triennial Review 2017 amendments in full.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Turnover
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of nil years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Short leasehold - 25% on cost and in accordance with the property
Fixtures and fittings - 20% on cost
Motor vehicles - 20% on reducing balance
Computer equipment - 33% on cost and 25% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Stocks
Work in progress is valued at the lower of cost and net realisable value.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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.

Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business.

In assessing whether the going concern basis is appropriate, the Directors have considered the Company's current financial position, cash flow forecasts, borrowing facilities and covenant compliance for a period of at least 12 months from the date of approval of these financial statements. The forecasts have been prepared based on the Directors' best estimates of future trading performance and include reasonably possible downside scenarios.

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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 balance sheet 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 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
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.

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 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.


Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

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

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

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value 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.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

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 balance sheet 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 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
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.

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


Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued
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 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.

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

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value 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.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

3. CRITICAL ACCOUNTING 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.

Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of trade receivables
The company makes an estimate of the recoverable amount of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience.

Classification of costs as work in progress
Judgement is required in determining which costs meet the criteria to be capitalised as Work in Progress rather than expensed as incurred. This includes assessing whether the costs relate directly to a contract or project, whether they contribute to future economic benefits, and whether they meet the recognition criteria under the relevant financial reporting framework.

Fixed assets and depreciation
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors In re-assessing asset lives, all relevant known factors are taken into account but there is inherent uncertainty present in making this assessment.

Deferred tax
Management estimation is required to determine the amount of deferred tax asset that can be recognised, based upon likely timing and level of future taxable profits.

Investment property valuation
The group's investment properties are stated at fair value at each reporting date. The fair values are determined by the directors, with the assistance of independent professional valuers where appropriate, using recognised valuation techniques and market evidence.

The valuation process requires the use of estimates and assumptions, including expected rental income, yields, occupancy levels, comparable market transactions and prevailing market conditions. Changes in these assumptions could result in material changes to the carrying value of the investment properties and the gain or loss recognised in the Statement of Profit or Loss.

The directors consider that the valuation techniques and assumptions adopted are appropriate and that the carrying values of the investment properties are reasonable at the reporting date

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

4. TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

31.12.25 31.12.24
£    £   
Care operator 16,990,927 9,012,374
Sale of developments - 24,758,115
Rental income 53,080 33,530
Construction projects 8,190,957 -
25,234,964 33,804,019

An analysis of turnover by geographical market is given below:

31.12.25 31.12.24
£    £   
United Kingdom 25,234,964 33,804,019
25,234,964 33,804,019

5. EMPLOYEES AND DIRECTORS
31.12.25 31.12.24
£    £   
Wages and salaries 10,223,545 6,261,309
Social security costs 1,195,787 601,117
Other pension costs 447,061 263,600
11,866,393 7,126,026

The average number of employees during the year was as follows:
31.12.25 31.12.24

Central management 19 18
Operational 348 210
367 228

The average number of employees by undertakings that were proportionately consolidated during the year was 367 (2024 - 228 ) .

31.12.25 31.12.24
£    £   
Directors' remuneration 323,500 286,545

Information regarding the highest paid director is as follows:
31.12.25 31.12.24
£    £   
Emoluments etc 211,000 167,186

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

5. EMPLOYEES AND DIRECTORS - continued

2025 2024

Director's pensions paid 3,339 2,422

6. OPERATING PROFIT

The operating profit is stated after charging:

31.12.25 31.12.24
£    £   
Hire of plant and machinery 589 2,687
Other operating leases 1,742,858 1,340,460
Depreciation - owned assets 147,904 128,770
Depreciation - assets on hire purchase contracts 20,332 20,331
Computer software amortisation 22,704 21,334
Auditors' remuneration 69,425 49,600

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.25 31.12.24
£    £   
Bank loan interest 15,237 -
Loan 8,721,422 4,633,586
Hire purchase 7,011 5,153
8,743,670 4,638,739

8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
31.12.25 31.12.24
£    £   
Deferred tax (3,098,972 ) 2,161,603
Tax on (loss)/profit (3,098,972 ) 2,161,603

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

8. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
£    £   
(Loss)/profit before tax (4,508,345 ) 4,175,023
(Loss)/profit multiplied by the standard rate of corporation tax in the
UK of 25 % (2024 - 25 %)

(1,127,086

)

1,043,756

Effects of:
Expenses not deductible for tax purposes 2,551,518 552,856
Income not taxable for tax purposes (4,335,593 ) (2,951,642 )
Capital allowances in excess of depreciation (771,873 ) (181,875 )
Utilisation of tax losses 3,683,034 1,536,905
Deferred tax adjustments (3,098,972 ) 2,161,603
Total tax (credit)/charge (3,098,972 ) 2,161,603

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. INTANGIBLE FIXED ASSETS

Group
Computer
software
£   
COST
At 1 January 2025
and 31 December 2025 90,816
AMORTISATION
At 1 January 2025 38,799
Amortisation for year 22,704
At 31 December 2025 61,503
NET BOOK VALUE
At 31 December 2025 29,313
At 31 December 2024 52,017

The Company has no intangible assets.

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Short and Motor Computer
leasehold fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 January 2025 758,021 283,139 121,988 115,236 1,278,384
Additions - 33,828 - 32,532 66,360
At 31 December 2025 758,021 316,967 121,988 147,768 1,344,744
DEPRECIATION
At 1 January 2025 77,498 80,905 20,331 47,786 226,520
Charge for year 45,673 63,230 20,332 39,001 168,236
At 31 December 2025 123,171 144,135 40,663 86,787 394,756
NET BOOK VALUE
At 31 December 2025 634,850 172,832 81,325 60,981 949,988
At 31 December 2024 680,523 202,234 101,657 67,450 1,051,864

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 1 January 2025
and 31 December 2025 121,988
DEPRECIATION
At 1 January 2025 20,331
Charge for year 20,332
At 31 December 2025 40,663
NET BOOK VALUE
At 31 December 2025 81,325
At 31 December 2024 101,657

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

11. TANGIBLE FIXED ASSETS - continued

Company
Motor
vehicles
£   
COST
At 1 January 2025
and 31 December 2025 121,988
DEPRECIATION
At 1 January 2025 20,331
Charge for year 20,332
At 31 December 2025 40,663
NET BOOK VALUE
At 31 December 2025 81,325
At 31 December 2024 101,657

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 1 January 2025
and 31 December 2025 121,988
DEPRECIATION
At 1 January 2025 20,331
Charge for year 20,332
At 31 December 2025 40,663
NET BOOK VALUE
At 31 December 2025 81,325
At 31 December 2024 101,657

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

12. FIXED ASSET INVESTMENTS



Name
Registered
Office
Nature of
business
Class of
share

Holding
ZX Group Holdings Limited (i) Holding Co. Ordinary 100%
ZX Strategic Management Limited (i) Operating Co Ordinary 100%
EQ Care Group Limited (i) Dormant Ordinary 100%
EQ Operations Limited (i) Operating Co Ordinary 100%
ZX Strategic Operations Limited (i) Holding Co. Ordinary 100%
ZX Residential Developments Limited (i) Dormant Ordinary 100%
ZX Peterborough Developments Limited (ii) Dormant Ordinary 100%
ZX Real Estate Holdings Limited (i) Holding Co. Ordinary 100%
ZX MK Holdings Limited (i) Holding Co. Ordinary 100%
ZX Milton Keynes Development Limited (i) Build to rent Ordinary 100%
ZX Cheetham Hill Holdings Limited (i) Holding Co. Ordinary 100%
ZX Cheetham Hill Developments Limited (i) Build to rent Ordinary 100%
UV Guildford Holdings Limited (i) Dormant Ordinary 100%
ZX Strategic Healthcare Limited (i) Holding Co. Ordinary 100%
EQ Randlay Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Randlay Limited (i) Property Co Ordinary 100%
EQ Operations Randlay Limited (i) Trade Co Ordinary 100%
EQ Rubery Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Rubery Limited (i) Property Co Ordinary 100%
EQ Operations Rubery Limited (i) Trade Co Ordinary 100%
EQ Oaks Limited (i) Dormant Ordinary 100%
EQ Wigan Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Wigan Limited (i) Property Co Ordinary 100%
EQ Operations Wigan Limited (i) Trade Co Ordinary 100%
EQ Blackburn Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Blackburn Limited (i) Property Co Ordinary 100%
EQ Operations Blackburn Limited (i) Trade Co Ordinary 100%
EQ Whitchurch-On-Thames Holdings Limited (i) Holding Co. Ordinary 100%
EQ Redhill Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Redhill Limited (i) Property Co Ordinary 100%
EQ Operations Redhill Limited (i) Trade Co Ordinary 100%
EQ Burntwood Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Burntwood Limited (i) Property Co Ordinary 100%
EQ Operations Burntwood Limited (i) Tradeco Ordinary 100%
EQ West Malling Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care West Malling Limited (i) Property Co Ordinary 100%
EQ Horley Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Horley Limited (i) Tradeco Ordinary 100%
EQ Operations Horley Limited (i) Tradeco Ordinary 100%
EQ Kidderminster Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Kidderminster Limited (i) Tradeco Ordinary 100%
EQ Operations Kidderminster Limited (i) Tradeco Ordinary 100%
EQ Amersham Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Amersham Limited (i) Tradeco Ordinary 100%
EQ Operations Amersham Limited (i) Tradeco Ordinary 100%
EQ Towcester Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Towcester Limited (i) Tradeco Ordinary 100%
EQ Operations Towcester Limited (i) Tradeco Ordinary 100%
EQ Leicester Holdings Limited (i) Holding Co. Ordinary 100%
EQ Care Leicester Limited (i) Tradeco Ordinary 100%
EQ Operations Leicester Limited (i) Dormant Ordinary 100%
EQ Care Newport Limited (i) Dormant Ordinary 100%
EQ Ash Holdings Limited (i) Dormant Ordinary 100%
EQ Care Ash Limited (i) Dormant Ordinary 100%
ZX Care Rye Limited (i) Dormant Ordinary 100%

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025
ZX SCC Holdings Limited (i) Dormant Ordinary 100%
ZX Preston Holdings Limited (i) Holding Co. Ordinary 100%
ZX Preston Limited (i) Property Co. Ordinary 100%
Buckworth Zephyr Limited (i) Holding Co. Influence 50%
BCZX Whitchurch-On-Thames Holdings
Limited

(i)

Holding Co.

Influence

50%
EQ Care Whitchurch-On-Thames Limited (i) Property Co Influence 50%
EQ Operations Whitchurch-On-Thames
Limited

(i)

Dormant

Influence

50%
EQ Bishops Waltham Holdings Limited (i) Holding Co. Influence 50%
EQ Care Bishops Waltham Limited (i) Property Co Influence 50%
EQ Operations Bishops Waltham Limited (i) Dormant Influence 50%
BB Randlay Limited (ii) Dormant Ordinary 100%
BB Care Hastings Limited (ii) Dormant Ordinary 100%
BB Care Hellingly Limited (ii) Dormant Ordinary 100%
BB Care Telford Limited (ii) Dormant Ordinary 100%
UV SC Longbuckby Limited (ii) Dormant Ordinary 100%
EQ Longbuckby Holdings Limited (ii) Dormant Ordinary 100%
BB Care Derby Limited (ii) Dormant Ordinary 100%
UV Care Newtown Limited (ii) Dormant Ordinary 100%
ZX Healthvare - Site 1 Limtied (ii) Dormant Ordinary 100%
UV Care High Wycombe Holdings Limited (ii) Dormant Ordinary 100%
BB Care High Wycombe Limited (ii) Dormant Ordinary 100%
ZX Summit Holdings Limited (i) Dormant Ordinary 100%
ZX Ascent Holdings Limited (i) Dormant Ordinary 100%
EQ Operations Newport Limited (i) Dormant Ordinary 100%
EQ Operations Ash Limited (i) Dormant Ordinary 100%
BCZX Horsham Holdings Limited (i) Holding Co. Influence 50%
EQ Care Horsham Limited (i) Property Co. Influence 50%
EQ Operations Horsham Limited (i) Dormant Influence 50%
EQ East Grinstead Holdings Limited (i) Holding Co. Influence 50%
EQ Care East Grinstead Limited (i) Property Co. Influence 50%
EQ Operations East Grinstead Limited (i) Dormant Influence 50%
BCZX Alton Holdings Limited (i) Holding Co. Influence 50%
EQ Care Alton Limited (i) Property Co. Influence 50%
EQ Operations Alton Limited (i) Dormant Influence 50%



(i)
46 Curzon Street, London,
W1J 7UH





(ii)
6 Trinity Place, Midland
Drive, Sutton Coldfield, B72
1TX





Pursuant to the provisions of Section 479C of the Companies Act 2006, the Parent Company has guaranteed all outstanding liabilities, as defined in Section 479D, to all subsidiary undertakings at the balance sheet, with the exception of the below:

EQ Operations Burntwood Limited
EQ Operations Blackburn Limited
EQ Operations Wigan Limited
EQ Operations Rubery Limited
EQ Operations Randlay Limited
ZX Strategic Management Limited
EQ Operations Limited


Consequently, all other subsidiary companies are exempt from the requirements of the Act relating to the individual audit of accounts.

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

13. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2025 46,957,603
Additions 14,892,254
Revaluations 4,269,749
At 31 December 2025 66,119,606
NET BOOK VALUE
At 31 December 2025 66,119,606
At 31 December 2024 46,957,603

If investment property had not been revalued, it would have been valued at the following historical cost:

2025 2024

Cost 53,172,444 41,460,889


Investment property was valued on an open market basis on 09/08/2021 by Knight Frank (RICS) in respect of ZX Preston Limited.

Investment property was valued on an open market basis on 23/02/2023 by Cushman & Wakeman (RICS) in respect of EQ Care Wigan Limited.

Investment property was valued on an open market basis on 09/06/2025 by Knight Frank (RICS) in respect of EQ Care Blackburn Limited.

Investment property was valued on an open market basis on 30/10/2025 by Jones Lang LaSalle (RICS) in respect of EQ Care Whitchurch-on-Thames Limited.


14. STOCKS

Group
31.12.25 31.12.24
£    £   
Work-in-progress 37,912,031 26,676,299

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

15. DEBTORS

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Amounts falling due within one year:
Trade debtors 837,607 466,518 - -
Amounts owed by group undertakings - - 1,561,088 -
Amounts owed by associates - - - 140,537
Other debtors 607,535 227,164 262,229 24,974
VAT - 817,251 - -
Deferred tax asset 868,415 - - -
Prepayments and accrued income 1,235,791 681,434 - -
3,549,348 2,192,367 1,823,317 165,511

Amounts falling due after more than one year:
Deferred tax - - 89,713 -

Aggregate amounts 3,549,348 2,192,367 1,913,030 165,511

Deferred tax asset
Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Deferred tax 868,415 - - -

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Bank loans and overdrafts (see note 18) 13,703,601 8,699,224 - -
Hire purchase contracts (see note 19) 62,000 - 62,000 -
Payments on account 529,711 129,288 - -
Trade creditors 3,406,864 3,336,134 1,251 1,250
Amounts owed to associates - - - 2,437,256
Social security and other taxes 325,778 198,136 6,629 -
VAT 40,568 - - -
Other creditors 17,386,338 15,722,947 3 1
Directors' current accounts 1,353,000 - - -
Accruals and deferred income 1,235,818 996,666 26,440 6,140
38,043,678 29,082,395 96,323 2,444,647

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Bank loans (see note 18) 34,864,405 10,414,530 - -
Hire purchase contracts (see note 19) - 62,000 - 62,000
Other creditors 56,137,659 51,710,887 - -
91,002,064 62,187,417 - 62,000

18. LOANS

An analysis of the maturity of loans is given below:

Group
31.12.25 31.12.24
£    £   
Amounts falling due within one year or on demand:
Bank loans 13,703,601 8,699,224
Amounts falling due between one and two years:
Bank loans - 1-2 years 34,864,405 10,414,530

There are fixed and floating charges held in relation to the freehold properties by which finance has been granted

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
31.12.25 31.12.24
£    £   
Net obligations repayable:
Within one year 62,000 -
Between one and five years - 62,000
62,000 62,000

Company
Hire purchase
contracts
31.12.25 31.12.24
£    £   
Net obligations repayable:
Within one year 62,000 -
Between one and five years - 62,000
62,000 62,000

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

19. LEASING AGREEMENTS - continued

The length of the lease is 2 years at an interest rate of 10.1%.

The lender holds security over these assets until the related liabilities have been discharged.

Group
Non-cancellable
operating leases
31.12.25 31.12.24
£    £   
Within one year 80,250 107,000
Between one and five years - 80,250
80,250 187,250

The length of the leases is 3 years.

20. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.12.25 31.12.24
£    £   
Bank loans 48,568,006 19,113,754

There are fixed and floating charges held in relation to the freehold properties by which finance has been granted

21. PROVISIONS FOR LIABILITIES

Group
31.12.25 31.12.24
£    £   
Deferred tax - 2,230,556

Group
Deferred
tax
£   
Balance at 1 January 2025 2,230,556
Provided during year (3,098,971 )
Balance at 31 December 2025 (868,415 )

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: £    £   
1 Ordinary 1 1 1

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

23. RESERVES

Group
Fair
Retained value
earnings reserve Totals
£    £    £   

At 1 January 2025 (18,030,519 ) 6,691,669 (11,338,850 )
Deficit for the year (975,074 ) (975,074 )
Fair value adjustment (3,202,312 ) 3,202,312 -
At 31 December 2025 (22,207,905 ) 9,893,981 (12,313,924 )


24. NON-CONTROLLING INTERESTS

The Group has a 50% controlling interest in Buckworth Zepyhr Limited

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2025 and 31 December 2024:

31.12.25 31.12.24
£    £   
A S Faulkner
Balance outstanding at start of year - -
Amounts advanced (1,353,000 ) -
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year (1,353,000 ) -

Included within creditors is a balance of £1.353m due to the directors. The balance is unsecured, interest free and repayable on demand.

26. RELATED PARTY DISCLOSURES

At the end of the year the amounts below were owed to associated companies, these amounts have been included in other creditors:

2025 2024

Arctic 1 Developments Limited 226,430 240,930

At the end of the year the amounts below were owed by associated companies, these amounts have been included in other debtors:

2025 2024

BB Care Oswestry Limited 85,521 85,521
BB Care Erdington Limited 130,166 130,166

Zephyr X Holdings Limited (Registered number: 13678762)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

27. ULTIMATE CONTROLLING PARTY

The controlling party is A S Faulkner.