Company registration number 13022132 (England and Wales)
ZIP UK HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
ZIP UK HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
ZIP UK HOLDINGS LIMITED
BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Current assets
Debtors
4
66
2,819,256
Cash at bank and in hand
57,415
-
0
57,481
2,819,256
Creditors: amounts falling due within one year
5 & 10
(120,874,837)
(127,547,410)
Net current liabilities
(120,817,356)
(124,728,154)
Capital and reserves
Called up share capital
6
7,470,144
7,470,144
Foreign exchange translation reserve
28,764
28,764
Profit and loss reserves
(128,316,264)
(132,227,062)
Total equity
(120,817,356)
(124,728,154)

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 19 June 2025 and are signed on its behalf by:
Mr Peter Gray
Director
Company registration number 13022132 (England and Wales)
ZIP UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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:

 

 

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.

1.2
Going concern

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.

1.3
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company 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.

ZIP UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -
Fair value measurement of financial instruments

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

Basic financial assets, which include debtors are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.

Classification of 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 company after deducting all of its liabilities.

Basic financial 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.

1.4
Equity instruments

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.

1.5
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

ZIP UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
2
Judgements and key sources of estimation uncertainty

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.

3
Employees

The average monthly number of persons (excluding directors) employed by the company during the year was:

2024
2023
Number
Number
Total
-
0
-
0
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
66
2,819,256
5
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
780
-
0
Amounts owed to group undertakings
120,855,257
126,553,844
Other creditors
18,800
993,566
120,874,837
127,547,410
ZIP UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
6
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
7,470,144
7,470,144
7,470,144
7,470,144
7
Audit report information

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.

The auditor's report is unqualified and includes the following:

Emphasis of matter – financial statements prepared on a basis other than going concern

We draw attention to note 1.2 in the financial statements which explains that the director does not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
Peter Reading FCCA
Statutory Auditor:
Sumer Audit
Sumer Audit is the trading name of Sumer Auditco Limited.
8
Related party transactions

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.

9
Controlling party

The immediate parent undertaking is Zip International Holdings Pty Ltd, a company incorporated in Australia.

 

The ultimate parent company is Zip Co Limited, a company incorporated in Australia and which is listed on the Australian Securities Exchange, Zip Co Limited prepares group financial statements and copies can be obtained from Level 5, 126 Philip Street, Sydney, New South Wales, 2000, Australia.

ZIP UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
10
Prior period adjustment
Reconciliation of changes in equity
1 July
30 June
2022
2023
£
£
Adjustments to prior year
Deemed contribution reserve restated to amounts owed to group undertakings
(7,856,251)
-
Equity as previously reported
(97,688,469)
(124,728,154)
Equity as adjusted
(105,544,720)
(124,728,154)
Analysis of the effect upon equity
Deemed contribution
(7,856,251)
-
Reconciliation of changes in loss for the previous financial period
2023
£
Total adjustments
-
Loss as previously reported
(19,183,434)
Loss as adjusted
(19,183,434)
Notes to reconciliation

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.

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