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Registered number: 16147151
ZWPV TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company was incorporated on 20 December 2024, and the directors present their report and the audited financial statements of ZWPV Topco Limited (the "company") and its subsidiaries (together the "group") for the period ended 31 December 2025.
Business review and future developments
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The principal activity of the group is providing outdoor adventure experiences to retail customers in the United Kingdom.
Earnings Before Interest, Taxes, Depreciation and Amortisation ('EBITDA') before exceptional charges were £8.612m on turnover of £27,126m (see key performance indicators). The directors recognise this performance as the result of efficient marketing campaigns, maximization of operational efficiencies and rigorous cost control despite a continuation of challenging economic landscape in the UK with both inflation and interest rates having a suppressant effect on some discretionary consumer spending. Management continues to see these results as an adjustment to the historically buoyant trading post Covid rather than fundamental shrinking of the market. The business is well placed to continue to benefit in 2026. Rider numbers have increased by 56,000, as the group has continued to introduce new attractions with a lower price point, to drive volume and dwell time on sites, with new sites at Olympic Park and, latterly, the Millennium Stadium, Cardiff, also contributing volume to the group. Employee numbers have been maintained as operational efficiencies on sites have been maximised, alongside the capture of cost savings and efficiencies in operational aspects such as cost of goods sold.
The net assets of the group at the period end were £71.094m.
The strategy of the business is to grow revenue through a combination of organic growth of new experiences on existing sites, development of new site locations, and strategic bolt on acquisitions that can align with the business’ standards for adventure travel in the UK.
During early 2025 the business opened a new site at the iconic Arcelor Mittal Tower at The Queen Elizabeth Olympic Park in Stratford, initially to operate the existing adventure being the longest slide in Europe, but with plans to further expand the adventure portfolio at the site in due course. Latterly, the business has also taken on the roof walk / zipline activities at the Millennium Stadium in Cardiff. One of the existing sites, at Betws Y Coed also had its adventure offering enhanced with the introduction of Tiny Tot Trek, an adventure course aimed at toddlers and their parents as an introduction to adventure.
The group’s accommodation offering was also enhanced by the introduction of a further two lodge units at the Betws y Coed site, the final part of a six-lodge development, and the introduction of two letting cottages that formed part of the acquisition of the Betws Y Coed site freehold. The Tyn Y Coed Hotel also had investment in developing a breakfast room area and accessible rooms, with further refurbishment of bedrooms planned for 2026.
Investment in new rides on existing sites and the development of new sites continues to be a key element of the group's growth strategy, with several exciting future developments in the planning stages.
The group's focus therefore continues to be on providing world class differentiated outdoor adventure experiences. As a group, we are proud to support the tourism industry, employ people who live locally to our attractions, and utilise local suppliers where possible. This is part of our ethos to build sustainable, long-term, quality employment opportunities in the regions where we operate.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Business review and future developments (continued)
On 20th January 2025, Ivor Investco Limited acquired a majority holding of shares of the group. The ultimate beneficial owner is The JCC 2003 Trust. This investment marked the next exciting stage of the group’s growth. As part of the change in ownership the group also refinanced its bank debt, reducing the RCF facility from £15m to £8m and agreeing a Capex facility of £5m, in place until June 2027, and repaid both the loan notes owed to the outgoing investors, Lloyds Development Capital, and the loan owed to The County Council of the City and County of Cardiff.
In March 2026 the business then further re-financed to allow A class loan notes to be repaid, by introducing a £25m term loan facility shared between two banks, HSBC and Barclays. This is complimented by a £5m Revolving Cashflow Facility (RCF) and a £5m Capex line.
Principal risks and uncertainties
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Financial risks
The group uses various financial instruments, these include loans, cash, and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The existence of these financial instruments exposes the group to several financial risks which are described in more detail below.
The main risks arising from the group's financial instruments are:
−liquidity risk
−credit risk
−general economic conditions and
−cashflow interest rate risk
Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by revolving credit facilities. The maturity of borrowings is set out in the notes to the financial statements. The notes to the financial statements also detail the refinancing that occurred in January 2025 and March 2026.
Credit risk
The group's principal financial assets are cash. The credit risk associated with cash is limited.
Interest rate risk
The group finances its operations through a mixture of retained profits, finance leases, bank and other borrowings. The group's exposure to interest rate fluctuations on its borrowings is managed with the use of both fixed and floating rate facilities. The group continues to maintain a low level of drawdown against its core facility until June 2025 when the remaining RCF balance was repaid thereby limiting exposure to the prevailing interest rates during the year.
Other economic risk
The nature of the group's business means that it is exposed to the general economic conditions prevailing in the United Kingdom. The continuing conflict in Ukraine, the commencement of a war against Iran by the US, and the economic challenges of the cost-of-living crisis may have had a negative impact on consumer discretionary spending and in turn on the group's financial performance. To help manage and mitigate this, the group continues to evolve its adventure activities to offer adventure experiences at various price points and widen the customer’s spending opportunities with enhanced food and beverage and retail offerings. This will maximize revenue opportunities and increase resilience to consumer economic pressures.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
Other principal risks
Health and safety
All opportunities to minimize and manage any Health and Safety risk in relation to the outdoor adventure activities are at the forefront of the design and equipment management for each attraction from the outset.
Safe operating procedures are integral to the management processes for each site and are audited regularly by third party advisors, and our insurers, to ensure best practice for the industry is maintained and enhanced.
Staff retention
As a visitor attraction, a key part of the Zip World experience is the interaction that visitors have with the group's employees. Recognising the value of this, the group invests significantly in the training and welfare of its employees to help with staff retention, thereby creating long-term career opportunities for its workforce. We do this through creating a positive working environment, investing in staff development, and paying competitive wage rates for the regions in which they are based.
Key performance indicators
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The group used the following key performance indicators to monitor the group's performance:
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Period ended 31 December 2025
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EBITDA before exceptional items
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Average number of employees
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Reconciliation from operating profit
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Depreciation and amortisation
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EBITDA before exceptional items
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the group
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The Board have considered the requirements of Section 172 (1) reporting in the preparation of these financial statements. In making key decisions, the Board considers the following;
a)the likely consequences of any decision in the long term;
b)the interests of the group's employees;
c)the need to foster the group's business relationships with suppliers, customers, and others;
d)the impact of the group's operations on our local communities and the environment;
e)the desirability of the group maintaining a reputation for high standards of business conduct; and
f)the need to act fairly and reasonably between all stakeholders of the group.
The Board consider key decisions in the context of the above areas and record how these decisions have been made. The stakeholders impacted by decisions are identified by management in the preparation of Board papers and through broader discussion in the business.
The Board meets on at least ten occasions throughout the year and all decisions are discussed in depth and considerations and conclusions are recorded in minutes. As a result of these activities, the Board has an overview of the outcomes of stakeholder engagement, and other factors, enabling the directors to comply with their duties under Section 172 of the Companies Act 2006.
The following are examples of stakeholder engagement that has taken place during the financial year:
Our People
Our team are critical to the delivery of our customer proposition across our business. Senior management have created a set of business values which are communicated across the business to ensure that Zip World is the most recommended experience brand in the world. These values are;
−People first
−We care, contribute & support,
−The freedom to succeed
−Proudly passionate
These values are prominently featured throughout the business. The leadership team have regular sessions to engage with the teams in the business to reinforce the practical application of these values in their roles. These values are used as an integral part of our recruitment process and, furthermore, are also used as part of the induction programme for all employees.
Management throughout the business have regular meetings with their teams where information is disseminated and feedback sought. The feedback received throughout the business is considered by the Board in decision making and referenced for specific projects, as necessary. The business also conducts an anonymous team satisfaction survey at least annually and reflects on and gives responses to the team's feedback.
Our Customers
Our customers have often booked an experience with us to mark a significant occasion, to overcome their fears or to push themselves both physically and mentally, or simply to create a memorable experience for family, friends, or colleagues. Whatever they are doing with us we are helping them enjoy challenging, fun, experiences that will enhance their lives, expose them to the natural environment, and encourage them to face future challenges. It is their positive experience which will drive our attainment of being the most recommended experience brand in the world – achieving our mission of unleashing the adventure in all of us by making it safe, invigorating, and achievable.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the group (continued)
We strive to ensure that our adventures are both accessible and inclusive, to be enjoyed by all. We run promotions for low-income families and our local communities to facilitate this, alongside having appropriate measures in place to allow safe accessibility for as many customers as possible. Management, both on site and the senior team, regularly engage with our customers on site to get their feedback and listen to and learn from any concerns. We also give customers the opportunity to provide feedback via online and physical survey processes which are reviewed by management. This feedback is then reflected in decision making and considered by the Board where appropriate.
Our Investors
Our shareholders, our senior management team, and all our investors have a comprehensive understanding of the Zip World business, and their views are critical to shaping the future direction of the group. These views are discussed by the Board in making strategic and directional decisions. Board behaviours, in turn, are governed by our articles of association and Investor Agreement.
Our Suppliers
Our suppliers play a key part in enabling us to deliver exceptional experiences for our customers. We seek to choose the best products and services to meet our requirements and then develop long-term relationships with the suppliers that provide them, to create strong and enduring value over time. We pride ourselves in building lasting relationships with local suppliers in our communities, sharing business success, ensuring that the economic benefits are gained throughout our supply chain. We review supplier performance regularly and have a cycle of re-tendering key supply contracts to ensure that products and services continue to be delivered in line with expectations for both our business and our customers. We also ensure that our suppliers engage in discussing their corporate and social responsibilities with our team and commit to their continued compliance with the Modern Slavery Act.
The broader Community & Environment
The Board and management are committed to ensuring that our operations are an integral part of the communities in which they sit. Our sites are in rural locations and, as such, we are one of the main sources of regional employment as well as driving income into the regions as a major contributor to the tourism sector. Since inception, Zip World has been demonstrated to have generated £960m of economic benefit in Wales.
We recognise our responsibilities to our communities, paying above the living wage to our teams, and ensure that we also support the broader community by sourcing more than 50% of our supplies locally and supporting local charities and causes where appropriate. The management team on each site are encouraged to engage directly with their local communities and strive to develop lasting relationships of mutual benefit.
The Board are also committed to ensuring that our business considers its impact on the community and environment in its operations and considers the practical and tangible ways in which this can be improved and actively monitored with a longer-term aim of building a strategy of sustainability.
To demonstrate our commitment to supporting each of these areas, the business has attained B Corporation accreditation during 2024 at the first attempt, achieving an audit score of 96. The accolade reflects Zip World’s long-term strategy of investing in its local communities, protecting its environment, and inspiring our visitors to enrich their personal wellbeing.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the group (continued)
Our Culture
The Board believes culture to be key in achieving long-term success and growth. Our high standards of business conduct, and the pursuit of continuous improvement and innovation, are the direct result of a culture that focuses not only on achieving high levels of performance but doing so in a way that is sustainable and reflects our values, as described above. The Board supports the senior team in embedding this culture into the business, and as a result the group has developed a clearly defined purpose across all business functions based on the three key values which govern how we act as a business. The Board and management team have strong values in respecting others, being inclusive to all backgrounds and beliefs, and support equality in all its forms.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company was incorporated on 20 December 2024 and the directors their report and the audited financial statements of the company and group for the period ended 31 December 2025.
The principal activity of the company during the period was that of a holding company. The principal activity of the group was providing outdoor adventure experiences to retail customers in the United Kingdom.
The loss for the period, after taxation, amounted to £5,870,610.
During the period, the directors declared and paid a dividend of £Nil.
The directors who served during the period, and up to the date of signing this report, were:
R J Cook (appointed 20 December 2024)
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C F Tuke (appointed 20 December 2024)
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A S Hudson (appointed 20 January 2025)
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S W Taylor (appointed 20 January 2025)
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M Evans was appointed as director after the year end on 14 July 2026.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'). 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 and 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain 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.
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ZWPV TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Qualifying third party indemnity provisions
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As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The group also purchased and maintained throughout the financial year directors' and Officers' liability insurance in respect of itself and its directors and officers.
The group is financed through bank and shareholder debt and at an operating level is cash generative. The group has prepared detailed forecasts for the next 18-month period ended 31 December 2027 which show that it is expected to continue to be profitable at an EBITDA level, cash generative and maintain compliance with debt covenants throughout the forecast period. Reductions in rider volumes were also modelled to assess the sensitivity of EBITDA to a trading downturn. The level of reduction that would be required to lead to a breach in covenant or insolvency of the group is significant and is not considered to be feasible. The group refinanced its bank debt in January 2025, reducing the RCF facility from £15m to £8m and agreeing to a Capex facility of £5m, in place until June 2027. Furthermore, in March 2026, the business was further re-financed to introduce £25m of term loans to remove the A class loan notes from the debt structure. As part of this re-financing the Capex facility was maintained at £5m and the RCF reduced to £5m. In addition, shareholder loan notes are held by ZWPV Midco Ltd, an indirect parent of the group, and passed down via intercompany financing agreements. ZWPV Bidco Ltd, the parent of the company, has provided a letter of support to the group and company confirming that it will not call upon the intercompany financing during the going concern period, and that it will, if necessary, support the group and company to pay debts as they fall due for a period of at least 12 months from the date of approval of these financial statements. The group and company therefore can remain within its committed lending facilities and meet its obligations as they fall due throughout the going concern period. The company is in a net liability position at the balance sheet date. This is due to Shareholder debt that is not due within 12 months from the balance sheet date. The directors have therefore prepared the financial statements on a going concern basis.
An indication of the likely future development of the business is included in the Strategic Report.
Financial risk management
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The financial risk management of the group is described in the Strategic Report.
Engagement with suppliers, customers and others
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Supplier payment policy
When entering commitments to the purchase of services and goods, the group considers quality, delivery, terms of payment, and price. If the group is satisfied that suppliers have provided the services or goods in accordance with the agreement made between the supplier and the group, then payment is made. The group makes every effort to resolve disputes quickly if they should arise. As part of its commitment to the communities in which Zip World operates, the group will also negotiate more favourable payment terms for local suppliers to ensure they are incentivised to build long term supply relationships.
The group recognises its responsibility to employ disabled persons in suitable roles and gives full and fair consideration to such persons, including any employee who becomes disabled, having regard to their aptitudes and abilities, encompassing both visible and non-visible disabilities. Where practicable, disabled employees are treated equally with all other employees in respect of their eligibility for training, career development, and promotion.
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ZWPV TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
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The group's greenhouse gas emissions and energy consumption for the period from incorporation on 20 December 2024 to 31 December 2025 were as follows:
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Electricity grid and renewable biogas and biomass
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Greenhouse gas emissions intensity ratio 2025:
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The emissions and energy consumption reported above were calculated by collecting usage data from supplier invoices and using a conversion tool to calculate CO2e tonnes. The total emissions have increased year on year due to new locations operating for a part year in 2025.
The company has either implemented or is looking to limit emissions in the following ways:
∙A site level representative has been nominated to a central steering committee to manage our environmental and social activities and implement changes.
∙Reviewing the potential to utilise green energy sources including solar, wind and water on our sites.
The company consider their ESG responsibilities and commitments to be of high importance. We have therefore voluntarily disclosed our greenhouse gas emissions data.
Matters covered in the Group Strategic Report
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As permitted under s414C(11) of the Companies Act 2006, the directors have included information in the Strategic Report that otherwise would be required under s416(4) to be disclosed in the Director's Report, including information in respect of business activities, principal risks and uncertainties and future developments.
On 25 March 2026, the group re-financed its debt to facilitate the repayment of A Class Loan Notes to investors. A £25m term loan facility was introduced across two banks, HSBC and Barclays, plus the creation of an £5m RCF and £5m capex facility, in place until 2029, with the option of two extension years.
Disclosure of information to auditor
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The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware; and
∙the directors have taken all the steps that they ought to have taken as directors in to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.
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ZWPV TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The auditor, BDO LLP, was appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV TOPCO LIMITED
In our opinion:
∙the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s loss and the Group’s cash flows for the period then ended
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of ZWPV Topco Limited (“the Parent Company”) and its subsidiaries (“the Group”) for the period ended 31 December 2025 which comprise of the following:
Group
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
Parent Company
Company balance sheet
Company statement of changes in equity
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).
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Parent 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.
Conclusions relating to going concern
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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 or 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and the Parent Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV TOPCO LIMITED (CONTINUED)
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report 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.
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 course of 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.
Other Companies Act 2006 reporting
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors’ report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
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 Strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which 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
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As explained more fully in the Directors' responsibilities statement, 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 is 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV TOPCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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 an auditor’s report 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Parent Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
Non-compliance with laws and regulations
Based on:
∙Our understanding of the Group and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be financial reporting framework and the Companies Act 2006, as well as incorporating industry regulation and UK tax legislation.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be health and safety legislation and taxation regimes.
Our procedures in respect of the above included:
∙Enquiries of management whether there were any litigations and claims;
∙Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation;
∙Review of legal expenditure accounts to understand the nature of expenditure incurred.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV TOPCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
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Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiries with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Group’s policies and procedures relating to:
°Detecting and responding to the risks of fraud; and
°Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and revenue recognition.
Our procedures in respect of the above included:
∙Identifying and testing journal entries to source documentation, in particular any journal entries to revenue posted with unusual account combinations or journals more widely including specific keywords to supporting documentation;
∙Testing a sample of the residual population of journals not meeting the defined risk criteria by agreeing to supporting documentation; and
∙Review of financial statement disclosures and agreeing to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV TOPCO LIMITED (CONTINUED)
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 an Auditor's Report 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.
Graham Ellis (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Manchester, UK
28 August 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Exceptional other external charges
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Depreciation and amortisation
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial period
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Total comprehensive expense for the period
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Total comprehensive expense for the period attributable to:
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Owners of the parent company
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There were no recognised gains and losses for 2025 other than those included in the Consolidated Statement of Comprehensive Income.
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The notes on pages 24 to 52 form part of these financial statements.
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ZWPV TOPCO LIMITED
REGISTERED NUMBER:16147151
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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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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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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ZWPV TOPCO LIMITED
REGISTERED NUMBER:16147151
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CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 24 to 52 form part of these financial statements.
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ZWPV TOPCO LIMITED
REGISTERED NUMBER:16147151
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
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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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Total assets less current liabilities
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The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent company for the period was £12,000.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 24 to 52 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive expense for the period
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Contributions by and distributions to owners
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Shares issued during the period
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The notes on pages 24 to 52 form part of these financial statements.
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive expense for the period
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Contributions by and distributions to owners
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Shares issued during the period
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The notes on pages 24 to 52 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Loss for the financial period
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Amortisation of intangible assets
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Depreciation of tangible assets
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Impairments of fixed assets
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Profit on disposal of tangible assets
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Amortisation of government grants
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Purchase of fixed asset investments
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Net cash from investing activities
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Cash flows from financing activities
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Net cash used in financing activities
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Net decrease in cash and cash equivalents
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Cash and cash equivalents at the end of period
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Cash and cash equivalents at the end of period comprise:
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The notes on pages 24 to 52 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
ZPWV Topco Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 16147151, and its registered head office is located at Dolphin House, Market Place, Deddington, OX15 0SE.
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 group management to exercise judgement in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions – company only
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The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The consolidated financial statements for the period 20 December 2024 to 31 December 2025 present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 20 December 2024.
Business combinations are accounted for using the acquisition method. The cost of a business combination is measured as the fair value of the consideration transferred, including the fair value of any assets transferred, liabilities incurred or assumed, and equity instruments issued by the group, together with any directly attributable acquisition costs.
At the acquisition date, the identifiable assets acquired and liabilities assumed are recognised separately from goodwill and measured at their fair values. Contingent liabilities are recognised where a present obligation exists arising from past events and the fair value can be measured reliably.
Goodwill represents the excess of the cost of the acquisition over the group's interest in the fair value of the identifiable net assets acquired. Where the fair value of the identifiable net assets acquired exceeds the cost of acquisition, the excess is recognised in profit or loss in the periods in which the non-monetary assets acquired are recovered or sold.
Goodwill is recognised as an asset and subsequently measured at cost less accumulated amortisation and impairment losses. Goodwill is amortised on a systematic basis over its estimated useful economic life.
Goodwill is reviewed for impairment when indicators of impairment exist. Any impairment loss is recognised immediately in profit or loss and is not subsequently reversed.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The group is financed through bank and shareholder debt and at an operating level is cash generative. The group has prepared detailed forecasts for the next 18-month period ended 31 December 2027 which show that it is expected to continue to be profitable at an EBITDA level, cash generative and maintain compliance with debt covenants throughout the forecast period. Reductions in rider volumes were also modelled to assess the sensitivity of EBITDA to a trading downturn. The level of reduction that would be required to lead to a breach in covenant or insolvency of the group is significant and is not considered to be feasible. The group refinanced its bank debt in January 2025, reducing the RCF facility from £15m to £8m and agreeing to a Capex facility of £5m, in place until June 2027. Furthermore, in March 2026, the business was further re-financed to introduce £25m of term loans to remove the A class loan notes from the debt structure. As part of this re-financing the Capex facility was maintained at £5m and the RCF reduced to £5m. In addition, shareholder loan notes are held by ZWPV Midco Ltd, an indirect parent of the group, and passed down via intercompany financing agreements. ZWPV Bidco Ltd, the parent of the company, has provided a letter of support to the group and company confirming that it will not call upon the intercompany financing during the going concern period, and that it will, if necessary, support the group and company to pay debts as they fall due for a period of at least 12 months from the date of approval of these financial statements. The group and company therefore can remain within its committed lending facilities and meet its obligations as they fall due throughout the going concern period. The company is in a net liability position at the balance sheet date. This is due to Shareholder debt that is not due within 12 months from the balance sheet date. The directors have therefore prepared the financial statements on a going concern basis.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:
Sale of adventure experiences
Revenue from the sale of adventure experiences is recognised when the customer participates in the experience. Any amounts received in advance of customer participation are help within deferred income on the Balance Sheet.
Sale of merchandising
Revenue from the sale of merchandising Is recognised at the point of sale of the merchandise product.
Sale of Accommodation
Accommodation sales are recognised when the stay is completed by the guest.
Other sales
Other sales consist of booking fees and ticket insurance which are recognised at the point of sale.
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Operating leases: the group 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Defined contribution pension plan
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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.
The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
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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Assets under construction
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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.
Assets under construction is comprised of ongoing spend on projects to develop new sites, attractions and adventure activities.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value, less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there Is any indication that the Impairment losses recognised in prior periods may no longer exist or may have decreased.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in joint ventures are initially recognised at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Section 11 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the group's Balance Sheet when the group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, after their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic 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 group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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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 application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Estimates
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Useful economic lives of tangible and intangible assets
The annual depreciation charge for tangible and intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. The remaining useful economic life and residual values of the main assets of the group are considered a source of estimation uncertainty. See note 16 for the carrying amount of the intangible assets and note 2.15 for the useful economic lives for each class of intangible assets. See note 14 for the carrying amount of tangible assets and note 2.16 for the useful economic lives for each class of tangible assets.
Recoverability of investments
The directors assess at each reporting date whether there is any indication that investments in subsidiary undertakings may be impaired. This assessment requires judgement and considers the subsidiaries' financial performance, net assets, future business plans and forecast cash flows. Where impairment indicators exist, the recoverable amount is estimated based on value in use calculations and other available evidence. The assessment of recoverable amount is sensitive to assumptions regarding future profitability and cash generation. See note 18.
Judgements
In the process of preparing the financial statements, no significant judgements were applied.
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An analysis of turnover by class of business is as follows:
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Sale of adventure experiences
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All turnover arose within the United Kingdom.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Included in the 2025 cancelled projects are costs for an aborted project at Trafford Centre, and costs for other projects where the design scope has changed sufficiently that the original expenditure is impaired. This covers the giant swing at Penrhyn Quarry, the Zip line at Liverpool, and the powered zip at the Olympic Park.
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Rental income comprises income earned from the ad hoc rental of meeting and conference facilities. Revenue is recognised when the facilities are provided to the customer.
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Period
ended
31
December
2025
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Government grants receivable
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During the period, the group recognised capital grants of £39,604. At the reporting date, deferred income of £354,298 was included within creditors: amounts falling due after more than one year (note 22) in respect of grants relating to future periods.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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The operating loss is stated after charging:
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Depreciation of tangible fixed assets
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Amortisation of intangible fixed assets
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Impairment of joint ventures
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During the period, the group obtained the following services from the company's auditor and its associates:
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Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements
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Fees payable to the company's auditor for the audit of the company's subsidiaries
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No remuneration was payable to the company's auditor in respect of non-audit services during the period.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Staff costs, including directors' remuneration, were as follows:
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Period ended 31 December 2025
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Period ended 31 December 2025
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the period was as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Group contributions to defined contribution pension schemes
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During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £226,243.
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The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £40,000.
During the year remuneration of £397,286 was paid to key management personnel who are considered to be the directors.
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Interest receivable and similar income
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Other interest receivable
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Interest payable and similar expenses
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Interest payable on loan notes
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Period
ended
31
December
2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Origination and reversal of timing differences
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Taxation on loss on ordinary activities
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Factors affecting tax charge for the period
The tax assessed for the period is higher than the standard rate of corporation tax in the UK of25%. The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
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Expenses not deductible for tax purposes
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Other tax adjustments, reliefs and transfers
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Movement in deferred tax not recognised
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Total tax credit for the period
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
15.Tax on loss (continued)
Factors that may affect future tax charges
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.
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Acquisition of subsidiary
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Acquisition of subsidiary
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Amortisation on intangible assets is charged to administrative expenses in profit or loss.
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