AIM Rule 26

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AIM Rule 26

The information below is disclosed in accordance with AIM Rule 26, and was updated on 07/06/2024.

The Company: Zenova Group Plc

Registered Office: 172 Arlington Road, London, England, NW1 7HL

Company Number: 13403221

Country of Incorporation: The Company was incorporated and registered in England and Wales on 17 May 2021 as a private limited company under the name of Zenova Group Limited. The Company changed its name to Zenova Group Plc on 15 June 2021.

Country of Operation: The Company operates in the UK.

UK City Code on Takeovers and Mergers: The UK City Code and Takeovers and Mergers applies to the Company.

Description of Business

The genesis of Zenova Group Plc (the “Company”) was founded in January 2020, bringing cutting edge innovation to the world of fire safety and insulation. Driven by the same aim to reform the landscape of fire safety in an industry which hadn’t seen any technological advancement for more than five decades, Tony Crawley and the technical team developed the ideas for the current Zenova products.

The first products developed were the fire paint, Zenova FP and the fire extinguishing fluid, Zenova FX. The core premise of these products is what led the way for the rest of the Zenova brand: more effective and simple-to-use products that were also environmentally friendly and non-toxic.

The first two ground-breaking fire protection products caught the attention of Dr Etrur Albani. Realising the far-reaching benefits of the innovation behind the Zenova products, he joined the company and helped it to expand into the insulation space, leading to the development of the insulating paint and render, Zenova IP and Zenova IR.

The growing need for the Zenova products in the fire protection and insulation industry was immediately apparent. As the Zenova team continued to work towards further innovations to tackle and prevent fires, expanding into patent-pending hardware technology, the demand for Zenova’s cutting-edge products was already racing in. With the ever-increasing scrutiny facing the fire prevention sector, certification was crucial to meet this interest from the highly regulated world of building safety and so in December 2020, Zenova began the process of gaining global certification for its products via independent accredited lab testing.

Zenova has grown into a company with the latest technology available in fire safety and thermal insulation, offering products that save on many levels – life, property, & energy. Zenova is currently in the process of securing further investment to expand the reach to global markets as well as to fund its continued R&D, ensuring the company remains ahead of the curve with pioneering technology.

The Company is the holding company of the Group. The Company`s principal subsidiaries are:





Zenova Ltd

Development of fire safety and temperature management products

England & Wales


Zenova Distribution Ltd

Distribution and wholesale

England & Wales


Board of Directors

Fiona Rodford, Non-Executive Chair

Fiona is a People and Transformation Director with extensive experience of business transformation in both public and private organisations across a wide range of sectors such as Retail, Banking and Manufacturing. She has successfully demonstrated significant business improvements and culture change in large complex businesses including Thomas Cook, Alliance & Leicester, BAA, TUI, Fenwick. Having held a number of Executive Directorships in large PLCs Fiona has set up her own business and works with CEOs and Executive teams, taking a key role to help deliver substantial transformation projects. Fiona is on the Trustee Board of Pilotlight.

Thomas Melchior, Chief Executive Officer

Thomas has significant senior leadership experience as CEO/COO/CFO in technology-driven, customer focused enterprises in emerging markets and technologies. Thomas has held several directorships with companies across the globe including CFO at CWC Maldives/Dhiraagu, COO at PTK Kosovo, CEO of Horizon Remote Services Pvt. Ltd and CFO of Swisscom International India/Essar Cellphone. He has successfully run companies and teams ranging from small startup organisations to large complex organizations in turnaround scenarios with over 2500 people and EUR 400m in revenue. Thomas was the Finance Director of Zenova Group before taking over as CEO in July 2023. He holds an MBA from the University of Rochester and a Federal Diploma in Business Administration from Zurich Business School.

Dr. Etrur Albani, Non-Executive Director

Etrur is a serial entrepreneur who has held many leadership roles in both start-up and established businesses, he is experienced in turn-around management and strategic development. In 2003 he joined Post and Telecom of Kosova as Manager for Strategic Planning, he then moved to Director of Strategic Planning and Development before appointment as Managing Director where he has been responsible for significant restructuring and growth. Etrur holds a Ph.D. and has completed the Oxford Strategic Leadership Course at Said Business School.

Alain Gottesman, Independent Non-Executive Director

Alain is a senior strategic adviser with experience working with multinational companies ranging in size from start-ups to large public companies such as Denton’s Advisory, Guidry Libya Port Susah Advisory and Gulf Islamic Investment Dubai Advisory. Alain also worked with the Saudi Arabian Office of the Crown Prince regarding a desalination project in 2018. He has been involved in numerous equity capital raisings and M&A transactions as a director, adviser, and investor around the world, living in the USA for more than 10 years and eight years in Australasia, Japan, Hong Kong and Singapore. Alain’s experience includes Director of M&A at Strand Partners Investment Bank, CEO of Subsidiaries at Schlumberger Smart Cards & Terminals and Citizen Japan Vice President to Tokyo Office.

Advisors and Secretary

Nominated AdviserSPARK Advisory Partners Limited
5 St. John’s Lane
BrokerPeterhouse Capital Ltd,
80 Cheapside,
London EC2V 6DZ
Legal AdvisersRosenblatt Limited
9-13 St Andrew Street
Reporting Accountant and AuditorsGravita II LLP
Aldgate Tower
2 Leman Street
RegistrarNeville Registrars Limited
Neville House
Steelpark Road
B62 8HD
Company SecretaryOrana Corporate LLP
Eccleston Yards
25 Eccleston Place


Share Information (last updated 07/06/2024)

AIM Symbol: ZED

Index Market: AIM.

The Company is not listed on any other exchanges or trading platforms.

ISIN Number: GB00BNVVH568

Number of AIM Securities in Issue: 140,225,973

Percentage of shares not in public ownership: 25.99%


Substantial and Significant Shareholders

Shareholder/GroupAmountPercentage, %
Rockmasters Limited16,700,00011.91%
JIM Nominees Limited13,187,2829.40%
Nortrust Nominees Limited12,500,0008.91%
Linden Holdings (Malta) Limited11,750,0008.38%
Lawshare Nominees Limited9,733,8396.94%
The Bank of New York (Nominees) Limited8,860,4206.32%
BNY (OCS) Nominees Limited7,697,3685.49%
1291211 B.C. Ltd5,405,0003.85%
Puma Nominees Limited4,994,6343.56%

There are no restrictions on the transfer of securities.

Corporate Governance

The Board is accountable to the Company’s shareholders for good corporate governance and it is the objective of the Board to attain a high standard of corporate governance. The Board has adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code) and the Corporate Governance Statement sets out how the Group complies with the 10 Principles of the QCA Code. The QCA Code can be found here.

Share Dealing Code

The Company has adopted, with effect from Admission, a share dealing code for the Directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules for Companies). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing code.

Anti-bribery and Corruption Policy

One of Zenova Group Plc (the “Company”)’s core values is to uphold responsible and fair business practices. The Company is committed to promoting and maintaining the highest level of ethical standards in relation to all of its business activities. The Company’s reputation for maintaining lawful business practices is of paramount importance and this Policy is designed to preserve these values. Zenova Group Plc therefore has a zero-tolerance policy towards bribery and corruption and is committed to acting fairly and with integrity in all of its business dealings and relationships and implementing and enforcing effective systems to counter bribery.

The Anti-bribery and Corruption Policy can be found here.

The Audit and Risk Committee

The Audit and Risk Committee is chaired by Alain Gottesman and its other members are Fiona Rodford and Etrur Albani, the majority of whom are independent non-executive directors. The Audit and Risk committee is expected to meet formally at least two times a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit and Risk Committee shall have unrestricted access to the Company’s auditors.

The Term of Reference of the Audit and Risk Committee can be found here.

The Remuneration Committee

The Remuneration committee is chaired by Etrur Albani and its other members are Fiona Rodford and Alain Gottesman, the majority of whom are independent non-executive directors. The CEO and Finance Director will attend committee meetings as observers. The remuneration committee is expected to meet not less than once a year and at such other times as required. It has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, Chairman, and the executive directors, the company secretary, senior managers and such other members of the executive management as it is designated to consider. The remuneration committee also has responsibility for determining (within the terms of the Company’s policy and in consultation with the Chairman of the Board and/or the chief executive officer) the total individual remuneration package for each executive director, the company secretary and other designated senior executives (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive directors will be a matter for the Chairman and executive directors of the Board. No director or manager will be allowed to partake in any discussions as to their own remuneration. In addition, the remuneration committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. It also has responsibility for recommending new appointments to the Board.

The Term of Reference of the Remuneration Committee can be found here.

The Nomination Committee

The Nomination Committee is comprised of Etrur Albani and Alain Gottesman, with Fiona Rodford as chair of the committee. The Nomination Committee’s main functions in relation to nominations include, among other things, giving consideration to succession planning for Board members; identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise; evaluating the balance of skills, knowledge and experience on the Board; regularly reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board with regard to changes; reviewing the leadership needs of the Group, both executive and non-executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace; and making recommendations to the Board about the re-appointment of any Non-Executive Director at the conclusion of their specified term of office or retiring.

The Term of Reference of the Nomination Committee can be found here.

Admission Document