Company registration number 07597853 (England and Wales)
ZIRON LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
ZIRON LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
3 - 7
ZIRON LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
2
2
Current assets
Debtors
6
16,621
5,908
Cash at bank and in hand
6,941
13,294
23,562
19,202
Creditors: amounts falling due within one year
7
(381,268)
(300,951)
Net current liabilities
(357,706)
(281,749)
Net liabilities
(357,704)
(281,747)
Capital and reserves
Called up share capital
8
2
2
Profit and loss reserves
(357,706)
(281,749)
Total equity
(357,704)
(281,747)
The notes on pages 3 to 7 form part of these financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 24 July 2026 and are signed on its behalf by:
H Stevens
Director
Company registration number 07597853 (England and Wales)
ZIRON LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
2
(219,120)
(219,118)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(62,629)
(62,629)
Balance at 31 December 2024
2
(281,749)
(281,747)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(75,957)
(75,957)
Balance at 31 December 2025
2
(357,706)
(357,704)
The notes on pages 3 to 7 form part of these financial statements.
ZIRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information
Ziron Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG.
1.1
Accounting convention
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 small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
Related party exemption
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
This Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements contain information about Ziron Limited as an individual company and do not contain consolidated financial information as the parent of a group.
Ziron Limited is a wholly owned subsidiary of TopSwitch Limited and the results of Ziron Limited are included in the consolidated financial statements of TopSwitch Limited which are available to the public and can be obtained from its registered office, 33 Glasshouse Street, London, United Kingdom, W1B 5DG.
1.2
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
ZIRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The Company recognises revenue when:
The amount or revenue can be reliably measured;
It is probable that the future economic benefits will flow to the entity; and
Specific criteria have been met for each of the Company's activities.
1.4
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
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.
1.6
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.
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.
ZIRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
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.
1.7
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the Company.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the director is 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.
The directors do not believe there to be any key areas of judgement or key accounting estimates in the current or prior year.
3
Employees
The average monthly number of persons (including directors) employed by the Company during the year was:
2025
2024
Number
Number
Total
2
2
ZIRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
2
2
5
Subsidiaries
Details of the Company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Flexichannels Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant company
Ordinary
100.00
TelcoAPI Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant company
Ordinary
100.00
Ziron Inc
1925 Lovering Ave, Wilmington, Newcastle, USA, 19806
Dormant company
Ordinary
100.00
The above subsidiaries were dormant throughout the current and prior period.
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
515
678
Amounts owed by group undertakings
12,025
249
Other debtors
4,081
4,981
16,621
5,908
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
167
9,410
Amounts owed to group undertakings
353,413
266,339
Other creditors
27,688
25,202
381,268
300,951
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
20,000
20,000
2
2
ZIRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
9
Secured Creditors
There is a secured fixed and floating charge over the assets of the Company in respect of a loan drawn by CS1 Midco Limited.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its 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.
Senior Statutory Auditor:
David Lawrence BSc (Hons) FCA
Statutory Auditor:
Azets Audit Services
Date of audit report:
12 August 2026
11
Parent Company
The immediate parent Company is Nebula Cloud Limited.
The Company's ultimate parent Company and controlling party is TopSwitch Limited, a company registered in England and Wales at registered address, 33 Glasshouse Street, London, United Kingdom, W1B 5DG. This is also the largest group in which the results of the company are consolidated. Copies of the group financial statements of TopSwitch Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.