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Registered number: 13450643
ZEROREZ UK LLC LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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ZEROREZ UK LLC LTD
COMPANY INFORMATION
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3rd Floor, Waverley House
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Ecovis Wingrave Yeats LLP
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Chartered Accountants and Statutory Auditor
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3rd Floor, Waverley House
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ZEROREZ UK LLC LTD
CONTENTS
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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ZEROREZ UK LLC LTD
REGISTERED NUMBER: 13450643
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Provisions for liabilities
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 August 2026.
The notes on pages 3 to 12 form part of these financial statements.
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ZEROREZ UK LLC LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 3 to 12 form part of these financial statements.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Zerorez UK LLC Ltd is a private company, limited by shares, incorporated in England and Wales, registration number 13450643. The registered office is 3rd floor, Waverley House, 7-12 Noel Street, London, W1F 8GQ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis. The Company has reported a loss for the year amounting to £1,143,874 (2024 - £1,017,495) and at the year end the Company's liabilities exceeded its assets by £3,881,782 (2024 - £2,737,908).
In 2025, the Company ceased providing cleaning services and transitioned to a franchising model. The first franchise agreement was signed in August 2025, with trading assets transferred to the franchisee on 1 October 2025. While this change is expected to reduce overheads and losses, the Director does not expect the Company to generate profits in the short to medium term. The Company is actively seeking additional franchisees to expand its operations and revenue base.
A group company, Zerorez Inc., has provided written confirmation of its intention to support the Company financially for a period of at least 12 months from the date of approval of these financial statements. While Zerorez Inc. is forecasting accounting losses, these are primarily driven by non-cash items such as depreciation and amortisation. Zerorez Inc. continues to generate positive operating cash flows. It has historically secured significant capital injections to support its operations; however, there is no contractual obligation or guarantee that future funding will be obtained.
Based on the financial support available from the parent company, the historical success in securing funding, and management’s plans to grow the franchising model, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Useful life of tangible fixed assets
Tangible assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the assets' lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account.
Recognition of deferred tax asset
Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted. To determine the future taxable profits, reference is made to the latest available forecasts. Accordingly, management exercises judgement over the Company’s future financial performance when determining whether it is appropriate to recognise a deferred tax asset.
During the year the Company ceased its cleaning trade and commenced a separate franchising trade. As trading losses carried forward can only be relieved against future profits of the same trade, the losses accumulated in the cleaning trade are not available to be carried forward against profits of the franchising trade.The trade losses available to be carried forward to offset future taxable profits at 31 December 2025 are £171,865 (2024 - £3,011,656).
Dilapidation provision
A provision is made for dilapidations. This provision requires management's best estimate of the costs that will be incurred based on contractual requirements. To support this, management have engaged an independent third-party to estimate the dilapidation provision. In addition, the timing of cash flows used to establish the net present value of the obligations also requires management's judgement.
The dilapidation provision relates to the estimated costs of dismantling and removing the assets within the building being leased and therefore it is management's judgement that it is appropriate for the dilapidation provision to be capitalised in line with this asset and depreciated over the life of the lease.
Impairment of tangible fixed assets
Management is required to assess at each reporting date whether there are indicators that tangible fixed assets may be impaired. Where such indicators exist, judgement is applied in determining whether the carrying value of the assets remains recoverable and whether an impairment charge is required.
During the year, management considered the impact of changes to the Company's operating model and future property requirements on the recoverability of its leasehold improvements. Based on this assessment, an impairment charge was recognised against the carrying value of the assets.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgments in applying accounting policies (continued)
Onerous lease provision
The Company has recognised an onerous lease provision in respect of expected future commitments under an operating lease for the premises the Company exited in September 2025. In calculating the value of the provision the directors have used a discount rate of 8.00% to recognise the present value of the contracted future payments under the lease.
In April 2025, all employees previously employed via a third-party arrangement were transferred to direct employment with the Company under a Transfer of Undertakings (Protection of Employment) arrangement.
The average monthly number of employees, including directors, during the year was 6 (2024 - 9).
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Short-term leasehold property
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During the year the Company completed its transition from providing cleaning services directly to operating under a franchise model. As part of this process, management reviewed the carrying value of the Company's remaining tangible fixed assets and assessed their recoverable amount with reference to their expected disposal values. As a result of this review, an impairment charge of £113,627 was recognised in the profit and loss account for the year.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Due after more than one year
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charged to profit or loss
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The dilapidation provision is an estimate of the probable dismantling costs to return the leasehold property to its original condition.
The Company has recognised an onerous lease provision in respect of expected future commitments under an operating lease for a premises the Company exited in September 2025.
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Allotted, called up and fully paid
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100,000 (2024 - 100,000) Ordinary shares of $1.00 each
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The shares have attached to them full voting, dividends and capital distribution rights.
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken the exemption under FRS 102 section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions with other wholly owned subsidiaries or companies in a group that are wholly owned.
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ZEROREZ UK LLC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The immediate parent company is Profectus International LLC, a company incorporated in the U.S.A.
The smallest group into which the results of the Company were consolidated as at 31 December 2025 was that headed by Zerorez Inc., a company incorporated in the USA. Copies of the consolidated financial statements are available from 1809 W State Road B2, Pleasant Grove, Utah, 84062, United States.
The ultimate controlling party is Tanner Ainge.
On 1 October 2025, the Company transferred its cleaning services business to a franchisee under a franchise agreement. Following the transfer, the Company ceased the provision of cleaning services and now operates as a franchisor, licensing and supporting franchise operations under the Zerorez brand. The cleaning services business constituted a discontinued operation for the purposes of FRS 102. The results attributable to the discontinued operation for the period to the date of transfer were a loss of £761,902, which includes a loss of £49,026 recognised on the disposal of tangible fixed assets.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 6 August 2026 by Michael Storey (Senior Statutory Auditor) on behalf of Ecovis Wingrave Yeats LLP.
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