| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Keval Dattani ACA |
| AUDITORS: |
| 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: |
| 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. |
| 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: |
| 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. |
| for and on behalf of |
| Azzurri House |
| Walsall Road |
| Aldridge |
| Walsall |
| WS9 0RB |
| 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 |
( |
) |
| (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 |
| Investments | 12 |
| Investment property | 13 |
| CURRENT ASSETS |
| Debtors | 15 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 | ( |
) | ( |
) |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
( |
) |
| NET ASSETS/(LIABILITIES) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 22 |
| Retained earnings | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| Company's profit/(loss) for the financial year |
3,976,387 |
(1,397,236 |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2025 |
| 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 |
| 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. |
| Tangible fixed assets |
| Short leasehold | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| 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 |
| 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 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| 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 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| 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 | - | - |
| Amounts owed by associates | - | - |
| Other debtors | 607,535 | 227,164 |
| VAT | - | 817,251 |
| Deferred tax asset | 868,415 | - | - | - |
| Prepayments and accrued income | 1,235,791 | 681,434 |
| 3,549,348 | 2,192,367 |
| Amounts falling due after more than one | year: |
| Deferred tax | - | - |
| Aggregate amounts | 3,549,348 | 2,192,367 |
| 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 | - |
| Payments on account | 529,711 | 129,288 |
| Trade creditors | 3,406,864 | 3,336,134 |
| Amounts owed to associates | - | - | - | 2,437,256 |
| Social security and other taxes | 325,778 | 198,136 |
| VAT | 40,568 | - | - | - |
| Other creditors | 17,386,338 | 15,722,947 |
| Directors' current accounts | 1,353,000 | - | - | - |
| Accruals and deferred income | 1,235,818 | 996,666 |
| 38,043,678 | 29,082,395 |
| 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 |
| Other creditors | 56,137,659 | 51,710,887 |
| 91,002,064 | 62,187,417 |
| 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 |
| Between one and five years |
| 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: | £ | £ |
| 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. |