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Registered number: 10199101 AFFIRM U.K. LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 30 JUNE 2025
AFFIRM U.K. LIMITED REGISTERED NUMBER: 10199101 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 4 |  | 7,000,000 |  | 7,500,000
Tangible assets | 5 |  | 51,853 |  | 6,424
Investments | 6 |  | 1,304,292 |  | 10,001
|  |  | 8,356,145 |  | 7,516,425
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 4,467,861 |  | 1,295,110 |
Cash at bank and in hand |  | 33,036,931 |  | 579,107 |
|  | 37,504,792 |  | 1,874,217 |
Creditors: amounts falling due within one year | 8 | (2,494,742) |  | (630,055) |
Net current assets |  |  | 35,010,050 |  | 1,244,162
Total assets less current liabilities |  |  | 43,366,195 |  | 8,760,587
Provisions for liabilities |  |  |  |  |
Deferred tax |  | (1,750,000) |  | (1,875,000) |
Net assets |  |  | 41,616,195 |  | 6,885,587
Page 1
AFFIRM U.K. LIMITED REGISTERED NUMBER: 10199101 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2025
|  | 2025 |  | 2024
|  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 33 |  | 9
Share premium account |  |  | 44,750,729 |  | 7,250,753
Profit and loss account |  |  | (3,134,567) |  | (365,175)
|  |  | 41,616,195 |  | 6,885,587
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
R E Spratt
Director
Date: 8 January 2026
The notes on pages 3 to 15 form part of these financial statements. Page 2
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Affirm U.K. Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is One Angel Court, C/O Tmf Group, 13th Floor, London, EC2R 7HJ, England. The principal activity of the Company continues to be that of financial intermediation and other credit granting. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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.
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Affirm Holdings, Inc., as at 30 June 2025 and these financial statements may be obtained from https://www.affirm.com /..
| 2.3 | Going concern
Affirm, Inc., the US based parent entity, has committed to provide ongoing support to allow the company to meet its liabilities as they fall due for a period of not less than 12 months from the date these accounts are signed, for so long as Affirm U.K. Limited remains a wholly owned subsidiary of Affirm, Inc. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. Page 3
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.5 | Revenue
Merchant network revenue consists primarily of fees charged to merchant partners based on the gross merchandise volume (“GMV”) processed through the Affirm platform. Each transaction represents a separate contract and a single performance obligation to facilitate the transaction between the merchant and the consumer. Fees, typically a percentage of the purchase amount, are recognized at the point the merchant confirms the transaction and may vary based on factors such as the transaction amount and financing terms.
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.
| 2.7 | Interest income
We accrue interest income using the effective interest method, which includes the amortization of any discounts or premiums on loan receivables created upon the origination of a loan. Interest income on a loan is accrued daily, based on the finance charge disclosed to the consumer, over the term of the loan based upon the principal outstanding.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 4
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 5
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.12 | Intangible assets
Intangible assets were initially measured at fair value due to assets being acquired as part of a business combination. Subsequently the asset is stated at historical cost less accumulated amortisation and any subsequent impairment losses. Amortisation is charged so as to allocate the cost of assets over their estimated useful lives, using the straight-line method. Amortisation is provided on the following basis: Lending license - 10% per annum At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 33% | per annum
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 6
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. The allowance for credit losses on loans held for investment (hold to collect) represents management’s estimate of expected lifetime credit losses, recognized upon loan origination and adjusted each period through the provision for credit losses. The estimate is based on historical loss experience, consumer payment trends, expected recoveries, and current and forecasted economic conditions. We have made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables. Previously recognized interest receivable from charged-off loans that is accrued but not collected from the consumer is reversed in the period that the loans are charged off. Management utilizes migration analysis to assess the likelihood of loans progressing through delinquency stages to charge-off, incorporating factors such as credit quality, delinquency levels, portfolio composition, and macroeconomic trends. Loans are charged off when 120 days past due or otherwise deemed uncollectible, with subsequent recoveries credited to the allowance.
| 2.16 | Loans receivable from consumers
The Company originates loans directly to customers under our license in the UK. As of June 30, 2025, we intend to hold the loans for principal and interest collection for the foreseeable future. They are classified as loans and advances to customers and are measured at amortised cost. The carrying amount of such loans includes the principal advanced, any unamortised premiums or discounts, and adjustments for expected credit losses in accordance with the Company’s provisioning policy.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.19 | Share Based Payments
Where restricted stock units are awarded to employees, the fair value of the restricted stock units at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of restricted stock units that eventually vest. Where the terms and conditions of restricted stock units are modified before they vest, the increase in the fair value of the restricted stock units, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Page 7
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.20 | Other income
Other income is recognised on an accruals basis when the company has an entitlement to the income. For the company, other income principally comprises amounts receivable from intercompany recharges.
| 2.21 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Page 8
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Employees
| The average monthly number of employees, including directors, during the year was 30 (2024 - 23).
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AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
4. | Intangible assets
|  | Lending license
|  | £
| Cost |
| At 1 July 2024 | 7,500,000
| At 30 June 2025 | 7,500,000
| Amortisation |
| Charge for the year on owned assets | 500,000
| At 30 June 2025 | 500,000
| Net book value |
| At 30 June 2025 | 7,000,000
| At 30 June 2024 | 7,500,000
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AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
5. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost or valuation |
| At 1 July 2024 | 4,491
| Additions | 56,893
| At 30 June 2025 | 61,384
| Depreciation |
| At 1 July 2024 | (1,933)
| Charge for the year on owned assets | 11,464
| At 30 June 2025 | 9,531
| Net book value |
| At 30 June 2025 | 51,853
| At 30 June 2024 | 6,424
6. | Fixed asset investments
|  | Investments in subsidiaries
|  | £
| Cost or valuation |
| At 1 July 2024 | 10,001
| Additions | 1,294,291
| At 30 June 2025 | 1,304,292
| On 31 March 2025, the company subscribed for an additional 1 £0.01 ordinary share in its existing subsidiary, Butter SPV 1 Ltd, for a total consideration of £1,294,291. The investment was settled by set-off against an intercompany loan balance. The investment is held at cost.
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AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loans receivable from consumers | 2,572,319 | 81
| Amounts owed by group undertakings | 1,236,731 | 1,291,343
| Other debtors | 328,569 | -
| Prepayments and accrued income | 330,242 | 3,686
|  | 4,467,861 | 1,295,110
| All intercompany debt owing to Affirm U.K. Limited is ultimately guaranteed by the parent company, Affirm Holdings, Inc.
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | 151,697 | -
| Trade creditors | 5 | 34,109
| Amounts owed to group undertakings | 111,402 | -
| Other creditors | 1,485,760 | 101,193
| Accruals and deferred income | 745,878 | 494,753
|  | 2,494,742 | 630,055
| All intercompany debt owed from Affirm U.K. Limited is ultimately guaranteed by the parent company, Affirm Holdings, Inc.
Page 12
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 33 (2024 - 9) Ordinary shares of £1.00 each | 33 | 9
On 3 September 2024 24 Ordinary shares were issued at £1 each. Page 13
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | Share-based payments
| During the year, employees of the company participated in equity-settled share-based payment arrangements operating by the ultimate US parent company, Affirm Holdings, Inc. The awards comprised: 1. Restricted Stock Units (RSUs): RSUs grant employees the right to receive shares in the parent company subject to continued employment over the vesting period (typically over one to three years, with quarterly vesting). Upon vesting, shares are issued and may be sold by the employee. The following summarises RSU actviity during the year ending June 30, 2025:
|  | Number of shares | Weighted Average Grant Date Fair Value
|  |  | $
| Non-vested at June 30, 2024 | 138,271 | 28.21
| Granted | 194,860 | 34.68
| Vested | (152,878) | 31.07
| Forfeited or cancelled | (8,717) | 23.48
| Non-vested at June 30, 2025 | 171,536 | 33.26
| 2. Employee Stock Purchase Plan (ESPP): Under the ESPP, employees may contribute part of their salary during a six-month offering period to purchase shares in the parent company at a 15% discount to the lower of the market price at the start or end of the period. The offering periods begin on December 1 and June 1 of each year. Contributions are refunded if the employee leaves before the purchase date. Both awards are subject only to service-based vesting conditions, with no performance or market-based conditions. Share-based payment expense is recognised on a straight-line basis over the requisite service period of the awards. Valuation Methodology RSUs were valued at the closing share price of the parent company on the date of grant. ESPP awards were valued using the Black-Scholes-Merton model, with the following inputs: ∙Expected term: 6 months ∙Stock price: Closing share price of the parent company on date of grant ∙Volatility: Based on historical share price volatility of the parent company ∙Risk-free interest rate: Based on government bond yields ∙Dividend yield: Based on the parent company's expected annual dividend rate. The total share-based payment expense recognised during the year was £3,725,405. As awards are equity-settled by the US parent, the corresponding credit has been recognised in other comprehensive income as a capital contribution.
Page 14
AFFIRM U.K. LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
11. | Pension commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £103,058 (2024: £68,258). Contributions totalling £Nil (2024: £Nil) were payable to the fund at the balance sheet date.
12. | Related party transactions
| The Company has taken advantage of the exemption to disclose related party transactions with companies that are wholly owned within the Group.
13. | Controlling party
Butter Holdings owns 100% of Affirm U.K. Limited and is the immediate parent company. Affirm U.K. Limited’s ultimate controlling party is Affirm Holdings, Inc., a company incorporated in San Francisco, USA.
14. | Auditors' information
The auditors' report on the financial statements for the year ended 30 June 2025 was unqualified. The audit report was signed on 8 January 2026 by Alexander Wall (ACA) (Senior statutory auditor) on behalf of Xeinadin Audit Limited.
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