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

For the financial year ended 30 June 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

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, EC1M 4JN.

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.

These financial statements have not been prepared on a going concern basis.

The directors have taken the decision to cease trading , and the company is in the process of winding down its operations. As a result, the going concern basis of accounting is no longer appropriate. Instead, the financial statements have been prepared on a break-up basis.

Under this basis, assets have been stated at their recoverable amounts and liabilities at the amounts expected to be settled. Any necessary adjustments have been made to reflect this change in basis of preparation.

The directors are satisfied that this approach provides a true and fair view of the company’s financial position as at the reporting date.

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.

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.

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.

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:

On 30 June 2025, 120,528,160 Ordinary shares of £1 each were issued at par.

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 £Nil (2024: £15,300), 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 £Nil (2024: £95,494). The loan is due for repayment within one year and no interest is charged on the balance.

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.