ZEELO LIMITED

• ◆

  1 PSC ceased in last 24 months

  Significant control changed hands — see the Ownership section.

Accounting basis

FRS 102

Reporting scope

Consolidated group

Auditor

Forvis Mazars LLP

Audit opinion

Unqualified (clean)

Going concern

Affirmed

“The financial statements have been prepared on the going concern basis. The Group and the Company incurred losses during the year due to the continued investment in expansion within the US market and the Zeelo technology platform. The directors have a reasonable expectation that the performance of the Group and the Company will be reversed as the US expansion investment is realised and the technology platform development is completed. Despite the Group having net liabilities as at 31 December 2024, the Group completed a fund raise on 18 July 2025 resulting in $18m being invested to support with working capital and future growth. As a result of this investment, the directors are satisfied that the Group has sufficient resources available to meet its future liabilities, as and when they fall due. On this basis, the directors are therefore of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.”

Group structure

1. ZEELO LIMITED · parent
   1. Zed Doublee LO, S.L. 100% · Spain · R&D and technology
   2. ZeeloSA Midco Proprietary Limited 70% · South Africa · Holding company
   3. ZeeloSA Proprietary Limited 70% · South Africa · Transport solutions
   4. Zeelo Holding Inc. 100% · US · Holding company
   5. Zeelo, Inc. 100% · US · Transport solutions
   6. Zeelo Commute Inc. 100% · US · Transport solutions
   7. Transport2 (UK) Limited 100% · UK · Transport solutions
   8. Zeelo Supplies Limited 100% · UK · Transport solutions

Significant events

• “On 30 January 2024, Zeelo Limited acquired 100% of the share capital of Transport2 (UK) Limited and its subsidiary Zeelo Supplies Limited (previously Kura Supplies Limited).”
• “On 12 July 2024, the Company completed the sale of the trade and assets of its South African subsidiary, ZeeloSA (Pty) Limited. Following the sale, the Company intends to close down its South African operations.”
• “On 25 July 2024, two new entities were incorporated in the US, Zeelo Holding Inc. and Zeelo Commute Inc.”
• “During the year, the Company completed an equity funding round with existing investors. The business raised £2.179m of equity funds, refer to note 22 for further information. In addition to the equity funding round, the Company raised $2.875m through the issuance of convertible loan notes and $4m through the agreement of two unsecured loan facilities, refer to note 20 for further information.”
• “On 9 April 2025, the Company issued 1,540,000 and 2,470,000 ordinary shares of £0.00001 each for consideration of £0.0338 and £0.017295 respectively.”
• “On 18 June 2025, the Company: Allotted and issued 99,395,949 B1 shares of £0.00001 each for consideration of £0.123981 ($0.166996) each. Allotted and issued 43,261,022 B2 shares as consideration for the conversion of the convertible loan notes in issue, along with the accrued interest as of that date. Allotted and issued anti-dilution shares of 12,558,196 A3 preferred shares of £0.00001 each and 15,438,756 A preferred shares of £0.00001 each through the capitalisation of £279.96952 from share premium.”
• “On 18 July 2025, the Company allotted and issued 8,383,434 B1 shares of £0.00001 each for consideration of £0.124278 ($0.166996) each.”
• “On 25 March 2025, the Company issued $2.0m of convertible loan notes with a coupon rate of 8% per annum.”
• “On 18 June 2025, following the completion of a fund raise, the convertible loan notes issued on 17 July 2024 and 25 March 2025, and accrued interest at the date of fund raise completion, were converted into newly issued 43,261,022 B2 shares.”
• “On 22 September 2025 a charge was registered by Ultimate Finance Limited over all present and future freehold and leasehold land, all present and future intellectual property.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

19

last 12 months

Capital events

7

last 24 months

Officers appointed

1

last 12 months

Officers resigned

1

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.