Zip UK Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 82 St John Street, London, United Kingdom, EC1M 4JN.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues" The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;
Section 26 'Share based Payment': Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
Section 33 'Related Party Disclosures': Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Zip Co Limited, a company incorporated in Australia and which is listed on the Australian Securities Exchange. These consolidated financial statements are available from its registered office, Level 5, 126 Phillip Street, Sydney, New South Wales, 2000, Australia.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The director has assessed the company’s financial position and continuing operations. The director has concluded that, without the continuation of operations within the region in the short to medium term, it is their intention to wind up the company within the next 12 months. Therefore, it is appropriate to prepare the financial statements on a basis other than that of a going concern.
Interests in other investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.
Basic financial assets, which include debtors are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.
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 company after deducting all of its liabilities.
Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date, including any goodwill in relation to that entity. Exchange differences arising on translating the opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Investments
The most critical estimates and assumptions for investments relate to the determination of carrying value of unlisted investments at fair value through profit and loss. In determining this amount, the entity applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. As at the end of the period, the fair value of the share price is determined using the most recent equity raising done by the investee.
The average monthly number of persons (excluding directors) employed by the company during the year was:
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
Emphasis of matter – financial statements prepared on a basis other than going concern
During the year, the company entered into a number of transactions with a fellow group company, ZipMoney Payments Pty Ltd, a company incorporated in Australia. During the year, the ZipMoney Payments Pty Ltd, provided funds of £15,300 (2023: £54,123), in support of the investment acquisitions made by Zip UK Holdings Limited. The balance owed to ZipMoney Payments Pty Ltd at the year end was of £95,494 (2023: £80,194). The loan is due for repayment within one year and no interest is charged on the balance.
The financial statements have been restated for the year ended 30 June 2023. The restatement relates to a correction or an error regarding the classification of deemed contributions. The error resulted in amounts owed to Group undertakings being understated in the prior period by £7,856,251. The restatement has been applied retrospectively to all comparative periods presented.