|
Financial Statements
Zeb Buyer UK Limited
For the period from incorporation to 31 December 2025
Registered number: 15543134
|
|
Company Information
|
|
Carl Lee Lowder (appointed 21 January 2025)
|
|
|
Glen Andrew Kashuba (resigned 21 January 2025)
|
|
|
|
|
|
|
|
|
Carl Lee Lowder (appointed 21 January 2025)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditors
|
|
|
12 - 15 Donegall Square West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contents
|
|
|
|
|
|
Independent auditor's report
|
|
Statement of comprehensive income
|
|
|
|
|
Statement of changes in equity
|
|
Notes to the financial statements
|
|
|
|
Director's report
For the year ended 31 December 2025
The director presents his report and the financial statements for the year ended 31 December 2025.
The current period accounts covers the year from 1 January 2025 to 31 December 2025. The prior period accounts covers the period from 6 March 2024 (incorporation date) to 31 December 2024.
Director's responsibilities statement
|
The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the director is 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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The director is responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Director's reports may differ from legislation in other jurisdictions.
The loss for the year, after taxation, amounted to £606,026 (2024 - loss £138,462).
The director does not recommend payment of a dividend (2024 - £Nil).
At the end of the financial year, the Company has assets of £2,895,102 (2024 - £3,174,264) and liabilities of £750,804 (2024 - £423,940).
Page 1
|
|
Director's report (continued)
For the year ended 31 December 2025
The directors who served during the year were:
Carl Lee Lowder (appointed 21 January 2025)
|
Glen Andrew Kashuba (resigned 21 January 2025)
|
The director and company secretary had no direct beneficial interest in the shares of the Company at the beginning or end of the financial year.
There were no changes in shareholding between 31 December 2025 and the date of signing the financial statements.
In accordance with the Constitution, the director retire by rotation and, being eligible, offer themselves for re-election.
The Company expects to continue operating as a holding company and to undertake activities that support the wider group, including the recharge of relevant costs where appropriate.
To ensure that adequate accounting records are kept in accordance with sections 386 to 389 of the Companies Act 2006, the directors has employed appropriately qualified accounting personnel and have maintained appropriate computerised accounting systems. The accounting records are located at the company's office at Suite 1, 7th Floor 50 Broadway, London, England, SW1H 0DB.
Disclosure of information to auditor
|
The director at the time when this Director's report is approved has confirmed that:
∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Page 2
|
|
Director's report (continued)
For the year ended 31 December 2025
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 3
|
|
Independent auditor's report to the members of Zeb Buyer UK Limited
We have audited the financial statements of Zeb Buyer UK Limited, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity for the financial year ended 31 December 2025, and the related notes to the financial statements, including a summary of material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.
In our opinion, Zeb Buyer UK Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2025 and of its financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the director's 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 Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our responsibilities, and the responsibilities of the director, with respect to going concern are described in the relevant sections of this report.
Page 4
|
|
Independent auditor's report to the members of Zeb Buyer UK Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Director's report . The director are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Director's report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
|
In the light of the knowledge and understanding of the Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the director was not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Director's report.
Page 5
|
|
Independent auditor's report to the members of Zeb Buyer UK Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
|
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101 and for such internal control as the director 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, management is responsible for assessing the 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
|
The objectives of an auditor 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 their 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.
A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Explanation as to what extent the audit was considered 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy Laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Page 6
|
|
Independent auditor's report to the members of Zeb Buyer UK Limited (continued)
We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates; and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
|
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.
Nikita Lynn FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants
Statutory Auditors
Belfast
24 September 2026
Page 7
|
|
Statement of comprehensive income
For the year ended 31 December 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial year/period
|
|
|
|
There was no other comprehensive income for 2025 (2024:£NIL).
|
The notes on pages 11 to 21 form part of these financial statements.
|
Page 8
|
|
|
|
|
Zeb Buyer UK Limited
Registered number:15543134
|
Balance sheet
As at 31 December 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 21 form part of these financial statements.
Page 9
|
|
Statement of changes in equity
For the year ended 31 December 2025
|
|
|
Capital contribution reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in equity
For the year ended 31 December 2024
|
|
|
Capital contribution reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 11 to 21 form part of these financial statements.
|
Page 10
|
|
Notes to the financial statements
For the year ended 31 December 2025
Zeb Buyer UK Limited is a company limited by shares incorporated in United Kingdom. The principal business of Company is that of a holding company. The parent company which owns all of share capital is in US i.e Zeb Buyer LLC.
The registered number of the company is Suite 1, 7th Floor 50 Broadway, London, England, SW1H 0DB which is also the principal place of business of the Company. The nature of the Company's operations and its principal activities are set out in the Director's Report. The financial statements have been presented in Pounds Sterling (£) which is also the functional currency of the Company.
The current period accounts covers the year from 1 January 2025 to 31 December 2025. The prior period accounts covers the period from 6 March 2024 (incorporation date) to 31 December 2024.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
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 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
|
|
|
New standards adopted as at 1 January 2024
|
The following amendments are effective for the period beginning 1 January 2025:
∙Lack of Exchangeability (Amendments to IAS 21)
These amendments did not have a significant impact on the financial performance or position of the Company.
Page 11
|
|
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
|
|
|
Financial Reporting Standard 101 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information is included in the consolidated financial statements of Zeb Buyer LLC as at 31 December 2025 and these financial statements may be obtained from 10225 Westmoor Dr., Westminister, CO 80021.
|
|
|
Exemption from preparing consolidated financial statements
|
The Company has taken advantage of the exemption conferred by Section 401 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated financial statements of a parent undertaking, ZEB Buyer LLC, established under the law of United States. The financial statements contain information relating to the Company as an individual undertaking and do not contain consolidated financial information as the parent of a group.
On the basis that the parent company, Zeb Buyer LLC, has expressed its willingness to provide the necessary financial support to ensure that the company can meet its liabilities as they fall due for a period of at least 12 months from the date of this report, the financial statements have been prepared on a going concern basis accordingly.
Page 12
|
|
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
|
|
|
Operating leases: Company as lessor
|
Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
|
|
|
Operating leases: Company as lessee
|
The Company has leases for the plant and machinery and motor vehicles. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of company sales) are excluded from the initial measurement of the lease liability and asset, if any. The Company classifies its right-of-use assets in a consistent manner to its tangible assets (see Note 6).
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Page 13
|
|
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the 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 listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
At each reporting date, the Company assesses whether there is objective evidence that a debtor balance is impaired. Where there is evidence of impairment, an appropriate provision is recognised in profit or loss to reduce the carrying value of the receivable to its estimated recoverable amount.
Amounts due from group undertakings are measured at amortised cost less any impairment. The recoverability of such balances is assessed at each reporting date with reference to the financial position and expected future cash flows of the relevant group undertaking.
|
|
|
Cash and cash equivalents
|
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.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Page 14
|
|
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.
A deferred tax liability or asset is recognised for the additional tax that will be paid or avoided in respect of assets and liabilities that are recognised in a business combination. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.
Deferred tax is calculated using the tax rates and laws that that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. Deferred tax assets and deferred tax liabilities are offset only if:
∙the company has a legally enforceable right to set off current tax assets against current tax liabilities, and
∙the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously.
Page 15
|
|
Notes to the financial statements
For the year ended 31 December 2025
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The judgements, estimates and assumptions used in the financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results could differ from these estimates, and the effect of any change in estimates will be adjusted in the financial statements when they become reasonably determinable.
Judgements, estimates and assumptions are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under these circumstances.
Valuation of investments
The carrying value of the Company's investment in its subsidiary is reviewed for impairment where indicators of impairment exist. The determination of recoverable amount requires management to make estimates regarding future profitability, cash flows and the valuation of the underlying net assets of the subsidiary.
At 31 December 2025, the subsidiary was loss-making; however, management concluded that no impairment was required as the recoverable amount of the investment, supported by the subsidiary's underlying net assets and future cash flow expectations, exceeded its carrying value. Accordingly, the investment continues to be carried at cost less impairment.
Whilst management believes the assumptions used are reasonable, changes in future operating performance, market conditions or other factors could result in impairment charges in future periods.
|
|
|
|
|
The operating loss is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
|
Defined contribution pension cost
|
|
|
|
|
|
|
|
Page 16
|
|
Notes to the financial statements
For the year ended 31 December 2025
|
|
|
|
|
Staff costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, excluding the directors, during the year was 4 (2024: 9). The Directors' were remunerated for their services to this entity, Zeb Buyer LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposals on termination of lease
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposals on termination of lease
|
|
|
|
|
|
|
|
|
|
|
Page 17
|
|
Notes to the financial statements
For the year ended 31 December 2025
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following was a subsidiary undertaking of the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 18
|
|
Notes to the financial statements
For the year ended 31 December 2025
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease liabilities are secured by the related assets held under finance lease (see note 6).
|
|
|
Lease liabilities are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Between one year and five years
|
|
|
|
|
|
|
|
Page 19
|
|
Notes to the financial statements
For the year ended 31 December 2025
|
|
Company as a lessee (continued)
|
The changes in the Company’s liability arising from financing activity relating to lease liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
1 (2024 - 1) Ordinary share of £1.00
|
|
|
Capital contribution reserves
This relates to the investment consideration bourne by the Parent Company.
Profit and loss account
This includes all current retained profits and losses.
The Company operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £20,916.
|
|
Related party transactions
|
|
|
The Company has taken advantage of the exemption given in FRS 101. This exemption permits non-disclosure of related party transactions of a wholly-owned subsidiary company within the group.
|
|
|
Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
Page 20
|
|
Notes to the financial statements
For the year ended 31 December 2025
The immediate and ultimate controlling party is Zeb Buyer LLC, a company incorporated in the United States of America.
The smallest and largest group in which the results of the Company are consolidated is that headed by Zeb Buyer LLC, a company registered in United States of America. These accounts can be obtained by written application from the parent company’s registered office at 10225 Westmoor Dr., Westminister, CO 80021
Page 21
|
