| Tzortzis Limited |
| Registered number: |
08793652 |
| Balance Sheet |
| as at 30 November 2025 |
|
| Notes |
|
|
2025 |
|
|
2024 |
| £ |
£ |
| Fixed assets |
| Investments |
3 |
|
|
10,419,489 |
|
|
10,699,541 |
|
| Current assets |
| Debtors |
4 |
|
149 |
|
|
- |
| Short-term Investment |
|
|
4,478,648 |
|
|
684,189 |
| Cash at bank and in hand |
|
|
- |
|
|
12,889 |
|
|
|
4,478,797 |
|
|
697,078 |
|
| Creditors: amounts falling due within one year |
5 |
|
(5,794,726) |
|
|
(3,753,380) |
|
| Net current liabilities |
|
|
|
(1,315,929) |
|
|
(3,056,302) |
|
| Total assets less current liabilities |
|
|
|
9,103,560 |
|
|
7,643,239 |
|
|
| Provisions for liabilities |
|
|
|
(32,840) |
|
|
- |
|
|
| Net assets |
|
|
|
9,070,720 |
|
|
7,643,239 |
|
|
|
|
|
|
|
|
| Capital and reserves |
| Called up share capital |
|
|
|
4,000,100 |
|
|
4,000,100 |
| Profit and loss account |
|
|
|
5,070,620 |
|
|
3,643,139 |
|
| Shareholders' funds |
|
|
|
9,070,720 |
|
|
7,643,239 |
|
|
|
|
|
|
|
|
| The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006. |
| The members have not required the company to obtain an audit in accordance with section 476 of the Act. |
| The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts. |
| The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The income and expenditure account has not been delivered to the Registrar of Companies. |
|
|
|
|
| Dieno George |
| Director |
| Approved by the board on 27 August 2026 |
|
| Tzortzis Limited |
| Notes to the Accounts |
| for the year ended 30 November 2025 |
|
|
| 1 |
Accounting policies |
|
|
Basis of preparation |
|
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). |
|
|
Turnover |
|
As the company is an investment holding company, turnover represents fair value of investment income received and receivable, and gains/losses on disposal of investments. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
|
| 2 |
Employees |
2025 |
|
2024 |
| Number |
Number |
|
|
Average number of persons employed by the company |
2 |
|
2 |
|
|
|
|
|
|
|
|
|
|
| 3 |
Investments |
|
| Unlisted |
Listed |
| investments |
investments |
| £ |
£ |
|
Net book value |
|
At 1 December 2024 |
1,000,005 |
|
9,699,536 |
|
Additions |
131,363 |
|
3,503,297 |
|
Revaluation |
- |
|
805,230 |
|
Disposals |
(1,000,005) |
|
(3,719,937) |
|
|
At 30 November 2025 |
131,363 |
|
10,288,126 |
|
|
|
|
|
|
|
|
|
|
Historical cost |
|
At 1 December 2024 |
1,000,005 |
|
8,103,127 |
|
At 30 November 2025 |
312,680 |
|
8,250,674 |
|
|
|
|
|
|
|
|
|
|
Fixed asset investments in listed shares were valued on an open market basis on 30 November 2025 by Julius Bär. Unlisted investments are carried at investment value with no impairment. |
|
|
| 4 |
Debtors |
2025 |
|
2024 |
| £ |
£ |
|
|
Other debtors |
149 |
|
- |
|
|
|
|
|
|
|
|
|
|
| 5 |
Creditors: amounts falling due within one year |
2025 |
|
2024 |
| £ |
£ |
|
|
Fixed term loan |
- |
|
867,651 |
|
Investment portfolio cash account |
5,957 |
|
- |
|
Directors' current accounts |
5,018,081 |
|
2,332,704 |
|
Taxation and social security costs |
144,498 |
|
131,159 |
|
Other creditors |
626,190 |
|
421,866 |
|
|
|
|
|
|
5,794,726 |
|
3,753,380 |
|
|
|
|
|
|
|
|
|
|
Directors' current accounts are unsecured, subject to 6 monthly interest at 0.5% over base and repayable on demand. |
|
|
| 6 |
Related party transactions |
|
|
Wilson George Group Limited is a company with a director, Mr D George, in common with Tzortzis Limited. A loan was advanced to Wilson George Group Limited of £1m with interest payable at Julius Baer's 2-month Fixed Term GBP Refinancing Rate plus 3%. At 30 November 2025 the balance outstanding was £nil (2024-£nil). A charge registered with Companies House was satisfied on 2 January 2024. |
|
Tzortzis Limited held 1,000,000 redeemable preference shares in Wilson George Group Limited, representing 50% of the issued redeemable preference share capital. These preference shares were redeemed in December 2024.
|
|
Tzortzis Limited also held 500 Ordinary B non-voting shares of 1p each in Wilson George Group Limited. Mr D George held 16,500 Ordinary shares of 1p each in his personal capacity. |
|
As part of a capital reduction demerger undertaken in February 2025, the 500 Ordinary B non-voting shares in Wilson George Group Limited were transferred in exchange for 500,000 Ordinary B non-voting shares of £1 each in WG Group Ltd, a new holding company incorporated within the group structure. |
|
Mr D George was appointed as a director of WG Group Ltd during the year. On 17 February 2025, the 500,000 Ordinary B shares in WG Group Ltd were redesignated into 215,000 B1 Ordinary non-voting shares of £1 each and 285,000 B2 Ordinary non-voting shares of £1 each.
|
|
At 30 November 2025, the 215,000 B1 Ordinary shares in WG Group Ltd were held by Tzortzis Limited. |
|
The 285,000 B2 Ordinary shares were cancelled on 18 February 2025 as part of a capital reduction demerger and, in consideration, 285,000 shares were issued to Tzortzis Limited in ADVFS Group Ltd, a further new holding company introduced as part of the group reorganisation.
|
|
Mr D George was also appointed as director of ADVFS Group Ltd during the year.
|
|
Following the demerger, the entire issued share capital of ADVFS Group Ltd was acquired by an unconnected third party, New Generation Flavors Limited, in exchange for cash and 75.01% of the issued share capital of New Generation Flavors Limited in February 2025. As a result of its shareholding in ADVFS Group Ltd, Tzortzis Limited received cash consideration of £43,384 and 285,000 B Ordinary shares of £0.000001 each in New Generation Flavors Limited on 19 February 2025. Tzortzis Limited did not hold any shares in ADVFS Group Ltd at 30 November 2025. |
|
At 30 November 2025, Tzortzis Limited held 285,000 B Ordinary shares of £0.000001 each in New Generation Flavors Limited. Mr D George was also appointed as a director of New Generation Flavors Limited during the year.
|
|
| 7 |
Controlling party |
|
|
The company is controlled by Mr and Mrs George. |
|
|
| 8 |
Other information |
|
|
Tzortzis Limited is a private company limited by shares and incorporated in England. Its registered office is: |
|
Suite 3 Oakwater House |
|
4 Oakwater Avenue |
|
Cheadle Royal Business Park |
|
Cheadle |
|
SK8 3SR |