VINTED LIMITED
Annual report and financial statements
2025
VINTED LIMITED
CONTENT
PAGE
STRATEGIC REPORT
3
DIRECTORS' REPORT
14
INDEPENDENT AUDITORS' REPORT
21
CONSOLIDATED FINANCIAL STATEMENTS:
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
25
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
27
CONSOLIDATED CASH FLOW STATEMENT
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29
COMPANY FINANCIAL STATEMENTS:
COMPANY STATEMENT OF FINANCIAL POSITION
62
COMPANY STATEMENT OF CHANGES IN EQUITY
63
NOTES TO THE COMPANY FINANCIAL STATEMENTS
64
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Business overview
Vinted operates an ecosystem centred around a consumer to consumer online marketplace for second-hand goods, developing its platform and services to advance the Group's mission of making second-hand the first choice worldwide. Operating in 26 markets with a strong presence in Europe, Vinted continues to demonstrate its ability to succeed across diverse consumer markets.
Being the most cost-efficient
Cost efficiency is Vinted's foremost strategic priority. The Group aims to keep transaction costs low to support affordability to Vinted members, making it attractive for members to trade on the platform. During the year, Vinted continued to manage its operating costs as it scaled, helping to maintain competitive pricing for members. Sustained cost efficiency also unlocks resources to reinvest in the ecosystem and further reduces costs over the long term.
Being the most reliable and easy to use
In parallel, Vinted continues to prioritise reliability and ease of use across the Vinted ecosystem so that members can buy and sell with confidence. During the year, the Group further developed product features to help sellers complete sales more efficiently and enable buyers to find relevant deals, including improvements in personalisation and search, as well as product improvements to deepen specific categories (e.g. ISBN for books). Vinted also remains focused on enabling safe, seamless transactions through integrated payments and shipping, alongside continued investment in trust and safety and member support to ensure products and services consistently meet member expectations.
Scaling new business opportunities
Vinted continued to develop the marketplace in priority areas. Germany has been a more complex market historically and required a different approach compared with some of the Group's more mature markets. During the year, Vinted increased its focus and investment in Germany, running a range of structured tests to strengthen the member value proposition. The expanded testing delivered the intended improvements, and the market is now working well for Vinted. Management therefore expects Germany to continue progressing and, over time, to develop towards the scale achieved in the Group's other mature markets.
Vinted recognises increasing member demand to buy and sell across a broader range of categories and, in response, has been rolling out a more structured category framework to make it easier for members to list, find and transact across different item categories of the marketplace. The initial focus included electronics, with progress continuing across additional categories. The management is pleased with the strengthening member engagement in both new categories and fashion, as a response to these efforts. Vinted will continue to refine the member experience through both category-specific and horizontal improvements, while bringing its value-driven approach consistently across the platform.
The Group also continued to expand its logistics and payments capabilities. Through Vinted Go Network, Vinted maintained strong relationships with multiple carriers across Europe, enabling convenient and affordable shipping for members. Vinted Go Carrier, which previously operated in France, Belgium and the Netherlands, also expanded into Spain and Portugal this year, while continuing to deliver good performance across all markets. In France, Vinted also opened a new modern sortation centre to support growing volumes. In payments, Vinted Pay continued to develop its in-house e-wallet proposition. Building on its Lithuanian electronic money institution licence, Vinted began onboarding members onto its own e-wallet solution, improving independence, resilience and creating a platform for further capability development. The Group continues to maintain strong relationships with its payment service providers, who will continue to manage parts of the payments value chain.
Maximising long-term impact through technology
During the year, Vinted continued to strengthen its technology foundations to solve member needs with scalable solutions that can be extended at near-zero marginal cost. The Group continued to build reusable and adaptable platform components, enabling engineering teams to work in modular, parallel ways as technology evolves and business needs change. Vinted also further enhanced its experimentation capability and data foundations, increasing the scale and cadence of testing, supporting continued evidence-based decision-making and delivering meaningful cumulative impact over time.
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Business performance review, financial and non-financial KPIs
During 2025, Vinted remained profitable while supporting substantial growth. The Group's growth during the period was driven by organic growth in its most advanced markets, alongside expansion into new markets and categories. Revenues increased by 38% in 2025, broadly in line with 2024 (36%). Operating profit (EBIT) for the year was EUR 65.1m, compared to EUR 87.2m in 2024. Consequently, the EBIT margin decreased from 11% in 2024 to 6%, primarily due to increased marketing investment to support geographical expansion. During 2025, the Group earned a net profit of EUR 62.3m, compared to EUR 76.7m in 2024. Cash and investments balance increased by 34% in 2025. Further disclosures on the financial metrics can be found in the accompanying consolidated financial statements.
A key non-financial metric monitored by management to assess business growth is gross merchandise value (GMV), which represents the total value of items bought and sold through Vinted. GMV grew by 47% during the year (from EUR 7.35bn in 2024 to EUR 10.82bn in 2025), significantly outpacing the 38% increase in operating costs (excluding marketing), demonstrating efficient, scalable growth and continued operating leverage. Revenue grew more slowly than GMV, reflecting the use of discount incentives to support geographical expansion.
During 2025 average monthly employee headcount rose from 2,080 to 2,215 showing a 6% year-on-year growth. Despite this increase, the Group has maintained a high employee net promoter score (eNPS) of 68 (in the scale -100 to 100) compared to eNPS of 68 in 2024, positioning Vinted within the top 5 percentile of technology companies monitored by the survey tool Peakon.
The Group also monitors its environmental footprint and commitment to Science-Based Targets. In 2025, the Group's absolute scope 1 & 2 (market-based) greenhouse gas emissions have declined by 42%, and upstream transportation emissions per parcel decreased by 20%, compared to 2024. For more information about the Group's Science-Based Targets, please refer to the Non-Financial and Sustainability Information statement.
Future outlook
Management expects continued revenue growth in the coming year, supported by performance in established markets and continued expansion into additional categories and geographies, and anticipates that the Group will remain profitable. Management is also evaluating a range of investment opportunities to support future expansion, which may affect the level of profitability achieved.
Principal risks and uncertainties
Vinted operates in a dynamic environment where it is subject to various risks and uncertainties that could influence its business operations and financial health. This section outlines the principal risks and uncertainties, identified through a comprehensive and ongoing enterprise risk management process. Management is committed to regularly reviewing, prioritising and effectively managing these risks to mitigate their potential impact on the Group's goals and strategic objectives.
The Group is exposed to a number of principal financial risks, including credit risk, liquidity risk, foreign exchange risk, interest rate risk, and capital risk. Credit risk arises mainly from investments in debt instruments and exposures to payment service providers, and is mitigated through counterparty credit assessments, diversification and active monitoring of credit quality. Liquidity risk is managed by maintaining adequate cash and investment reserves, ongoing cash flow forecasting, and access to committed financing facilities, to support continuity of funding as the Group scales. Foreign exchange risk arises because the Group earns revenue and incurs costs in multiple currencies. Exposure to foreign currencies is monitored and managed within policy limits, including the use of spot and forward contracts where appropriate. Interest rate risk primarily relates to the valuation of fixed income investments. The Group manages this risk through a conservative investment approach focused on capital preservation. The Group also monitors its capital position, supported by regular forecasting and governance oversight. It is the objective of the Group to minimise these risks where possible by maintaining and operating a robust control environment. The Directors have delegated the responsibility of monitoring financial risk management to the Audit Committee of the Board. Please refer to note 28 for more details on the financial risks.
Maintaining Vinted‘s strong brand reputation is key to its continued ability to attract and retain members. The risk of suffering damage to that reputation is mitigated through sustained investment in the platform's usability and member support strategies, along with marketing efforts aimed at attracting and retaining members and ensuring Vinted has up-to-date issues mitigation plans.
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Principal risks and uncertainties (continued)
The Group faces increased levels of competition in the market due to multivertical platform expansion as well as big players in the market aggressively investing in the C2C proposition. If Vinted is unable to compete successfully, or if competing successfully requires expending significant resources in response to competitors' actions, the business could be adversely affected. The Group mitigates this through monitoring of the competitors and preparing response plans, continuous investment in its proposition to enhance unique capabilities and focus on cost advantage.
The Group recognises the critical importance of robust cybersecurity in safeguarding its operations and members' data against internal and external threats. Additionally, the regulatory implications arising from EU regulation on cyber security - NIS2 - increases the focus on this risk. In response to potential risks of security breaches, improper access to Vinted data or members' data, and other cyber incidents, the Group is consistently advancing its cyber security policies, controls and measures as well as promoting a strong security culture, ensuring the protection of Vinted and Vinted members' data.
Due to the very nature of consumer-to-consumer platforms, the Group faces the risk of fraudulent activities performed by the platform members that could damage members' trust, Vinted's reputation, become a basis for legal disputes, increase regulatory scrutiny and lead to financial damage. The Group mitigates this risk by continuously monitoring fraudulent activities related to payments and non-payments activities, improving content-moderation measures and banning identified malicious actors from using the platform. Outlier detection analyses are also performed to identify and report malicious actors, such as scammers.
The Group's operations may also be adversely affected by events such as natural disasters, public health crises (e.g., Covid-19), political instability, terrorist attacks, war and other unforeseen events that may cause possible deterioration of global economic conditions. To mitigate these risks, the Group is implementing Business Continuity Management measures (including Business Continuity and Disaster Recovery Plans) and utilises geographically distributed third-party data centres for reliable infrastructure hosting.
Management ensures it stays informed on the evolving regulatory landscape. Regulators are increasingly focusing on online technology-driven businesses, with particular attention being placed on international taxation, consumer protection and safety, and data protection laws. Additionally, with an introduction of a highly regulated payments business, Vinted is exposed to new regulators and additional laws it will have to comply with. The Group is taking measures to ensure it remains compliant with applicable laws by forming an internal compliance function group, monitoring the legislative changes, implementing compliance-related controls and proactively collaborating with respective authorities across multiple jurisdictions.
Management recognises a dependence on third parties for the provision of payment services to Vinted members and that any disruption to such payment services could have an adverse effect on the Group. The Group has taken steps to minimise the exposure by setting up a multi-PSP (Payment Service Provider) model and actively managing owned funds held in PSP accounts. Management is also further diversifying the risk by utilising the electronic money institution established within the Group.
Non-financial and sustainability information statement
This statement covers Vinted Limited (the Company) and all its subsidiaries (the Group). Its structure was adapted to comply with requirements of s414CB (1) Companies Act 2006, each section respectively covering requirements (a) - (e). Requirements of s414CB (2A) Companies Act 2006 are covered below in our "Assessing and managing climate-related risks and opportunities" section for requirements (a) - (f) and our "Science-Based Targets section" for requirements (g) and (h).
The Group's business model is built around a mission to make second-hand the first choice worldwide. Sustainability is integrated into the core value proposition - as part of the circular economy, Vinted encourages individuals to safely trade and reuse second-hand items instead of purchasing new ones.
The group is committed to and regularly reviews 'Our Code' (also known as the Code of Conduct). This policy covers various aspects, including diversity, inclusion, human rights and anti-bribery and anti-corruption policies. More information on social, employee matters, human rights and anti-corruption / anti-bribery can be found in the relevant sections below.
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Non-financial and sustainability information statement (continued)
Environmental matters
​​In 2025, the Group remained focused on strengthening environmental monitoring and compliance. Following the validation of its near-term and long-term (Net-Zero) targets by Science Based Target initiative (SBTi) in November 2024 (published on the SBTi website in January 2025), Vinted carried out an extensive effort to develop in-house capability for calculating its generated and avoided greenhouse gas emissions. Given that Scope 3 logistics emissions represent over 80% of total emissions, the Group developed an in-house delivery emissions model, validated by the third-party Impact Institute and aligned with the GHG Protocol. The model has been designed to scale and to progressively incorporate more Vinted-specific inputs (for example, supplier-specific data and parcel-level transport modes). This enhanced capability improves oversight of emissions monitoring, supports identification of key emissions hotspots, and informs operational decisions and objectives aligned with the Group's SBTi targets. Detailed quantitative outcomes are disclosed in the Streamlined Energy and Carbon Reporting section.
In preparation for CSRD and EU Taxonomy requirements, which are expected to apply to the Group from 2027, Vinted has begun work to build a pathway to cross-regional compliance. In 2025, the Group completed the double materiality assessment and conducted an ESG data gap analysis. These initial steps helped confirm the Group's material sustainability topics and will inform the development of ESG data governance and control frameworks in the year ahead.
The principal environmental and climate-related risks identified through the Group's climate risk assessment are detailed in the Climate-related Financial Disclosures section.
Employees
Employee matters are addressed in the Interests of the Group's employees section within the Section 172(1) statement in this Strategic report.
Social Matters
Social matters are addressed in the Community engagement and inclusion section within the Section 172(1) statement in this Strategic report.
Respect for human rights
The Group is committed to internationally recognized human rights and ethical labour practices across operations and the value chain. This is reflected in the Code of Conduct, whistleblowing arrangements, and the Supplier Human Rights Policy (v1.0.0, last updated 14 July 2025), which applies to all suppliers and covers human rights, forced and child labour, freedom of association, non-discrimination, fair wages and working hours, safe and healthy conditions, product safety, privacy and data protection, and environmental responsibility. The policy allows termination for persistent non-compliance.
Human rights due diligence is risk-based and proportionate in its application, including an annual supply-chain risk assessment aligned with the UN Guiding Principles on Business and Human Rights (UNGPs). Supplier due diligence is performed before signing agreements, with responses evaluated by Procurement (supported by Privacy, Security and Risk), and high-risk suppliers may undergo further investigations. The Group publishes annually a Modern Slavery Statement under the Modern Slavery Act 2015 and continues to monitor governance, onboarding and remediation through KPIs and risk assessments to prioritise higher-risk suppliers and sectors.
Anti-corruption and anti-bribery matters
The Group maintains a zero-tolerance approach to bribery and corruption, with the Anti-Bribery and Anti-Corruption Policy applying to all employees and third parties across all jurisdictions and reviewed at least annually to complement the Code of Conduct. The policy prohibits facilitation payments, governs gifts, hospitality and entertainment (including EUR 100 per-person threshold and pre-approval/registration in the Gifts Registry), and sets controls on patronage, sponsorships and donations with Compliance involvement for higher-value items; it also requires managing conflicts of interest and enhanced due diligence for interactions with politically exposed persons or public officials.
Outcomes and risks are managed through periodic risk assessments, third-party due diligence, and defined contracting controls, with the Compliance Director reporting to leadership. While no principal anti-bribery or corruption risk has been identified, key risk areas include improper inducements in supplier decisions, gifts and entertainment, interactions with public officials, and facilitation payments. Relevant non-financial KPIs include training completion, attestations, Gifts Registry entries, disclosed conflicts of interest, ABC-related whistleblowing, and third-party due diligence rates.
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Non-financial and sustainability information statement (continued)
Assessing and managing climate-related risks and opportunities
Governance arrangements
The primary responsibility for assessing and managing climate-related risks and opportunities rests within the sustainability team, which collaborates closely with the finance, compliance and risk management and other relevant teams. The Board of Directors exercises oversight responsibility through activities in the Audit Committee.
Process
In 2025, Vinted completed its first double materiality assessment in line with current ESRS principles. As part of the process, topic-specific workshops on ESG matters were held, resulting in an updated view of climate-related risks and opportunities. The assessment was delivered through a cross-functional review involving the sustainability team, finance team and ESG controller, supported by an external consultancy, with documentation prepared to support future assurance and audit review.
Since Vinted's business is centrally managed, the management examines climate-related risks and opportunities at the Group level.
Integration to an overall risk management process
While the Group is working towards compliance with the Corporate Sustainability Reporting Directive (CSRD) and EU Taxonomy, efforts are underway to integrate the Climate-Related Risk and Opportunity (CRRO) framework, but also more broadly ESG-related compliance topics, into the overarching general Enterprise Risk Management (ERM) and Internal Controls frameworks.
Resilience and scenario analysis
Identified risks and opportunities were scored and ranked using three assessment criteria: vulnerability (combination of exposure, adaptive capacity and sensitivity), magnitude and likelihood across climate scenarios and time horizons.
Each risk and opportunity were assessed over a different time horizons:
●
Short-term: up to 1 year, aligns with business risk and finance strategy in dealing with the most immediate events that might impact the business.
●
Medium-term: 1 to 5 years, aligns with the business transformation and strategic positioning of the business in the medium-term.
●
Long-term: up to 2050, aligns with UK and EU net zero targets to decarbonize the economies by 2050, anticipating any long-term effects on climate change.
To assess climate-related risks and opportunities, Vinted has utilised climate scenarios published by Network for Greening the Financial System (NGFS), a collaboration of central banks and financial regulators that aims to develop best practices for green finance, 3 different scenarios were used including orderly, disorderly and hot house, to ensure that all outcomes of climate change were considered.
Orderly Transition
Disorderly Transition
Hot House World
Temperature increase by 2100 policy ambition
1.4o C
1.7o C
3o C
Scenario narrative
Climate policies are introduced early and become gradually more stringent. Both physical and transition risks are relatively subdued.
Policies being delayed or divergent across countries and sectors.
Some climate policies are implemented in some jurisdictions, but global efforts are insufficient to halt significant global warming. The scenarios result in severe physical risk including irreversible impacts.
Scenario Source
NGFS Orderly (Net Zero 2050)
NGFS Disorderly (Delayed Transition)
NGFS Hot House World (Current Policies)
Qualitative assessment was conducted, where risks and opportunities were prioritized on their overall risk score across all three scenarios and time horizons. In the table below are the risks and opportunities identified as most material to Vinted.
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Non-financial and sustainability information statement (continued)
Climate-related risks
Risks
Potential Financial Impact
Description
Category
Time horizon
Orderly Transition
Disorderly Transition
Hot House World
Strategic response
Transition Risks (Policy and Legal Changes)
Medium term
With most of Vinted's emissions stemming from third-party logistics partners, the company faces material risk of being unable to switch carriers rapidly if climate compliance becomes mandatory, or if preferred carriers prove unable to meet evolving climate regulations and Science-Based Target adoption requirements. This creates operational and cost pressures as regulatory requirements tighten.
Low - Moderate
High
Very low
Risk is being mitigated with:
i) Vinted is diversifying its third-party carrier network to reduce carrier dependency and regulatory concentration risk
ii) engaging with key logistics partners that have SBT adoption targets
iii) expanding its own VintedGo carrier network that invests in lower-carbon delivery options, particularly for last-mile delivery
Transition Risks (Policy and Legal Changes)
Medium term
Vinted faces regulatory pressure to transition its logistics fleet and partnered carriers toward low-carbon options (e-vehicles) as air quality regulations tighten across major EU markets (France, Austria, Germany, Spain). The capital investment and operational costs of e-vehicle infrastructure, charging networks, and transition management create financial headwinds. Stricter diesel-powered transportation bans increase carrier costs, which may be passed through to Vinted
Low - Moderate
High
Very Low
Risk is being mitigated with:
i) accelerating Vinted Go's expansion of low-carbon / low-pollution vehicles delivery infrastructure, to enhance internal operational control over transition goals
ii) monitoring air quality legislation changes across each market, to enable proactive mitigation and contract renegotiation
Physical Risk (Acute)
Long term
Vinted's reliance on data infrastructure and complex logistics networks makes the company vulnerable to extreme weather events (floods, storms, heat waves) that could disrupt data centers, warehouse facilities, and carrier routes. Service interruptions from weather-induced supply chain disruptions could reduce revenue from undelivered orders, increase capital costs from damage repairs, and create operational delays affecting customer experience.
Very Low
Low - Moderate
Moderate - High
Risk is being mitigated with:
i) Operating a highly diverse shipping carrier network
ii) Maintaining a presence across different geographies
iii) Ensuring data centers have a high climate resilience and are not co-located
iv) In the future, conducting climate risk assessments of its key warehouse facilities
Transition Risk (Energy source / infrastructure)
Long term
Rising electricity costs and limited renewable energy grid capacity pose risk to Vinted's digital infrastructure operations. High reliance on power-intensive data centers creates exposure to energy cost spikes and potential grid capacity constraints that limit access to clean power sources. Increased operating costs from energy price escalation could compress margins, while constrained renewable energy availability could prevent Vinted from meeting its renewable energy procurement targets.
Low - Moderate
Moderate
Moderate - High
Risk is being mitigated with:
i) Establishing long-term renewable energy PPAs with diversified sources across its European operating regions, locking in favorable pricing and ensuring supply
ii) Investing in high-level data center (Tier 3 minimum) to enhance per-unit energy consumption, and making sure data centers can be covered by green energy
iii) Regularly engaging with energy market participants and regulators, to track grid capacity trends and renewable energy availability, so as to ensure proactive procurement strategies.
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Non-financial and sustainability information statement (continued)
Climate-related opportunities
Opportunities
Potential Financial Impact
Category
Time Horizon
Description
Orderly Transition
Disorderly Transition
Hot House World
Strategic response
Resource Efficiency
Short term
Vinted is enhancing resource efficiency by improving operations in its own locations (data centers, offices, warehouses), reducing energy consumption per transaction and supporting progress toward SBTi emissions reduction targets. Operational efficiency improvements compound over time, supporting long-term cost reduction and competitive positioning.
Very low
Very low
Very low
Continue emission reduction efforts, notably through dedicated resources for optimization, and dedicated effort on building energy efficiency
Energy Source
Medium term
Vinted is developing a lower-carbon delivery network through Vinted Go, deploying e-vehicles and implementing efficient routing optimization across logistics operations. By reducing delivery emissions and costs, this competitive advantage positions Vinted favorably as transition costs increase for competitors reliant on fossil fuels. Growing share of in-house carrier transactions provides direct control over carbon footprint reduction and creates a scalable, owned asset.
Low
Low - Moderate
Low
Continue developing in-house shipping carrier network, with internal sustainability targets
Products and services
Long term
As consumer preferences shift toward eco-friendly and sustainable purchasing options, Vinted leverages its circular economy approach and second-hand market positioning to capture growing market share. By influencing consumer behaviour toward more sustainable shopping habits, Vinted expands its Total Addressable Market (TAM) in sustainability-conscious consumer segments. This is Vinted's core value proposition, strengthened by climate action and regulatory tailwinds.
Low
Low
Very Low
Continue impact visibility (through impact research, multi-dimension reporting, third-party certification)
Continue focus on C2C business, while ensuring maximum affordability and reliability of the platform
Science-Based Targets
In 2024, the Group has developed science-based targets to reduce its carbon footprint in line with the Paris Agreement and has committed to net-zero greenhouse gas emissions across the value chain by 2050. The targets are related to Transition Risk, Policy and Legal Changes described above.
These near-term and net-zero targets have been validated by the Science Based Target initiative (SBTi). Through its validation of corporate climate targets, the SBTi ensures that Vinted's commitments are credible and in line with the latest climate science.
The targets below, already disclosed in our annual report 2024, are unchanged, and listed here for transparency.
What's covered
Near-term target 2022-2030
Long-term target 2022-2050
Scopes 1 & 2: Energy consumption from offices, data centres & warehouses
Reduce greenhouse gas emissions by 42%
Reduce greenhouse gas emissions by 90%
Scope 3: Vinted Go transportation
Reduce greenhouse gas emissions by 52% per parcel
Reduce greenhouse gas emissions by 97% per parcel
Scope 3: Third-party carriers' transportation
68% of third-party carriers will have science-based targets by 2028
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Non-financial and sustainability information statement (continued)
Following the validation of the Group's Science-Based Targets by the SBTi, and in continuation of our efforts to control the impact of second-hand, the Group monitors the following non-financial KPIs:
●
SBTi-related: total greenhouse gas (CO2eq) emissions per parcel, transportation-related (scope 3.4 and/or scope 3.9) greenhouse gas (CO2eq) emissions per parcel, scope 1&2 greenhouse gas (CO2eq) emissions of our key suppliers, share of our key suppliers adopting Science-Based Targets, share of supplier greenhouse (scope 1&2) emissions covered by a reduction plan or a Science-Based Target.
●
Related to avoided emissions: Greenhouse gas (CO2eq) emissions per item, avoided greenhouse gas (CO2eq) emissions per item.
The Group also monitors, as stated in the Streamlined Energy and Carbon Reporting note, its total Scope 1, 2 and 3 greenhouse gas (CO2eq) emissions, CO2 intensity ratio (CO2eq emissions per thousand EUR of revenue), and energy consumption (kWh). Management also monitors the year-on-year evolution of all these metrics, as well as comparison with the baseline year of 2022.
Progress against Science-Based Targets
The Group has defined 2022 as the baseline year for its Science-Based Targets and monitors progress annually on a like-for-like methodological basis. The table below summarises the evolution of our main climate-related KPIs against this baseline and our 2030 near-term targets:
KPI
2022 baseline*
2024 (restated)
2025
2030 Target
2025 progress vs 2022 baseline
Total Scope 1&2 emissions (tCO2e)
984
1210
710
-42% (vs 2022)
-28.7%
Scope 3.4 emissions per parcel (kgCO2e / parcel)
0.53
0.49
0.39
-51.60% (vs 2022)
-27.60%
Share of key suppliers with validated SBTs or GHG reduction targets (%)
58%
65%
67%
68.2% by 2028
N/A
*2022 scope 1&2 emissions were recalculated in accordance with the methodological improvements implemented in 2025, and adding relevant emissions from acquisitions of subsidiaries as of 2022.
Further detail on absolute Scope 1, 2 and 3 emissions and on the CO2 intensity ratio (kg CO2e per thousand EUR of revenue) is provided in the Streamlined Energy and Carbon Reporting section of the Directors' report.
Rationale for intensity metrics
Given that more than 80% of the Group's greenhouse gas emissions arise from third-party logistics partners and the transportation of parcels, emissions per parcel is the primary intensity metric used to monitor performance against our Scope 3 transport-related SBTi targets. This intensity metric directly reflects our business model as a parcel-based C2C marketplace and allows us to track decarbonisation of our delivery network as volumes grow.
In addition, in line with the UK Streamlined Energy and Carbon Reporting framework, we track a CO2 intensity ratio defined as total Scope 1, 2 and 3 emissions per thousand EUR of revenue, which provides an indicator of the carbon efficiency of our overall operations relative to our financial growth. Together, the per-parcel and per-revenue metrics give management and stakeholders a balanced view of decoupling emissions from both activity and financial performance.
Methodology changes and comparability
In 2025, the Group refined its greenhouse gas emissions calculation methodology, including redesign of the delivery emissions model for Scope 3.4 and 3.9, increased use of activity-based data for purchased goods and services (Scope 3.1), and inclusion of additional data centre cooling emissions in Scope 3.8. To ensure fair year-on-year comparison against our 2022 baseline and SBTi targets, 2024 emissions figures have been recalculated on a consistent basis with the updated methodology.
All progress metrics presented in this section therefore reflect the same methodological approach across 2022–2025, and any material methodology updates in future periods will be disclosed alongside their impact on prior-year comparatives. The methodology used to calculate the KPIs in the table above is consistent with the methodology described in the Streamlined Energy and Carbon Reporting section of the Directors' report.
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Section 172(1) statement
In accordance with section 172(1) of the UK Companies Act 2006, the Directors are required to explain how they considered the interests of key stakeholders when performing their duty to promote the success of the Company for the benefit of its members as a whole.
The Directors always, both collectively and individually, ensure that they act in the way that would most likely promote the Company's success and uphold the highest standards while conducting the business. The Board operates a forward agenda of standing items appropriate to the Company's operating and reporting cycle. Items requiring Board approval or endorsement are defined clearly.
The Group actively engages with stakeholders to deliver long term success, and consideration of this is a key focus for the Board. Views of stakeholders are considered in Board meetings as part of the decision-making process. It is of key importance for the Board to act both collectively and individually in a manner that promotes the success of the Company, for the benefit of members and stakeholders. This statement serves as an overview of how the Directors have performed these duties in 2025 and engaged with the Group's key stakeholders in line with sections a to f of section 172(1) of the Companies Act 2006.
Considering long term consequences
The Board has enacted a long-term plan to evaluate the Group's performance. This plan involves assessing and tracking progress towards strategic objectives, as well as planning for capital allocation and future financial needs. As part of this process, the Board oversees and assesses future funding and liquidity demands and analyses available opportunities, in line with the financial goals and strategic objectives set for the Group.
Interests of the Group's employees
In 2025, the Group continued to strengthen workforce governance and people systems to support sustainable growth, operational resilience, and long-term value creation.
During the year, the employee performance management framework was further refined to improve consistency, transparency, and efficiency. Enhancements to year-end impact evaluations and calibration processes reinforced alignment between employee contributions and reward outcomes. Leader enablement was strengthened through mandatory training and structured guidance, supporting consistent application of performance standards across the organisation.
Leadership capability development remained a priority. The Launch into Leadership programme was formalised as a mandatory onboarding requirement for newly appointed leaders, aligned with promotion cycles and delivered through two annual cohorts. The programme supports consistent leadership standards, faster role transition, and effective people management.
The Group continued to build on onboarding improvements introduced in prior years. Onboarding satisfaction remained consistently high throughout 2025, reflecting effective integration of new employees.
To support future workforce capability needs, the Group conducted its first Learning Needs Analysis, establishing a structured basis for prioritising learning investments aligned with business growth, technological developments, and evolving operating requirements.
Mandatory compliance training was completed in line with internal targets, supporting regulatory adherence and risk management. The introduction of adaptive learning solutions improved efficiency by reducing time spent on mandatory training while maintaining required coverage, generating estimated cost efficiencies during the year.
Compensation and reward frameworks were further refined to support performance alignment and market competitiveness. Changes included increased emphasis on performance in equity awards, enhancements to salary structures to reflect market and geographic considerations, and the introduction of a cash-based incentive programme for selected operational roles. The employee share option scheme, which remains open to all eligible employees, continues to support long-term alignment between employee incentives and the Group's performance. Employee benefit offerings were expanded in several countries, including Belgium, Spain, and Luxembourg.
Workplace, infrastructure and operational enablement
The Group continued to invest in workplace infrastructure to support operational needs and future growth. During the year, additional offices were opened in Luxembourg and London. At the Vilnius headquarters, the Group secured a full-building lease, providing increased capacity and long-term flexibility. Planned upgrades include improvements to shared spaces, employee amenities, and physical security.
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Section 172(1) statement (continued)
Workplace, infrastructure and operational enablement (continued)
Employee communication and engagement were supported through established Group-wide and functional governance and communication mechanisms, enabling consistent information sharing and alignment on business priorities across locations.
A centralised People Support Portal was launched, providing a single point of access for People-related information and requests. In parallel, the Group introduced a country-based people department support model, enabling closer alignment with local labour practices and regulatory requirements. Together, these changes improved clarity, consistency, and efficiency in employee support processes.
Business relationships with customers, suppliers, and others
Vinted prioritises its members, focusing on their experiences in every aspect of its business. At Vinted, being member-centric involves a deep understanding of what members need and value, while delivering an unmatched experience. By focusing on making members more successful, Vinted encourages member engagement, which supports business growth and moves the company closer to its mission of making second-hand the first choice worldwide. This approach not only enhances member satisfaction but also creates sustainable business value and strengthens Vinted's competitive advantage. The Board's strong emphasis on maintaining low costs for members and ensuring the reliability, safety and continuous improvement of Vinted's services is informed by thorough data analysis and regular member feedback.
The Board is committed to building and maintaining trusted partnerships with the Group's suppliers which are essential to fulfilling the Group's commitments to Vinted members. Through these mutually beneficial partnerships, the Group delivers value and quality to Vinted members and employees.
The Group works closely with customer support service providers to develop and embed effective support practices and quality controls, with a focus on consistent and safe member outcomes. Collaboration with shipping carriers helps Vinted make informed decisions on evolving its own shipping proposition to marketplace members. The Group also maintains collaborative partnerships with marketing agencies to support the planning and delivery of campaigns, refining approaches based on performance and market insights.
Community engagement and inclusion
The Group continued to support early talent development and diversity initiatives through targeted community programmes. Girls in Tech events were delivered in partnership with schools, non-governmental organisations, and career networks, supported by employee volunteers. A pilot shadowing programme reported strong participation and engagement outcomes, including increased interest in technology-related career pathways.
The impact of Group's operations on the environment are disclosed in the non-financial and sustainability information statement on page 5.
Maintaining a reputation for high standards of business conduct
The Group continued to embed “Our Code” (also known as the Code of Conduct), a comprehensive set of standards of interaction with all stakeholders, including partners, vendors, members, competitors and those within and outside of the organisation. The implementation of “Our Code” promotes a corporate culture centred on respect and belonging.
During the year, the Board further enhanced the Group's governance arrangements by establishing an Audit Committee and a Remuneration Committee. These committees provide focused oversight of financial reporting, risk management and internal controls, and support transparent, consistent remuneration practices aligned with the Group's values and long-term objectives. This strengthened governance framework reinforces the Group's commitment to high standards of business conduct and helps protect and sustain its reputation with stakeholders.
12
VINTED LIMITED
STRATEGIC REPORT
Section 172(1) statement (continued)
The need to act fairly between members of the Group
Shareholder involvement is integral to Vinted's growth and development, as their interest in the Group's success is fundamentally aligned with their expectation of financial returns. The Board fosters a transparent and open relationship with shareholders through regular sharing of financial results and business updates, enabling them to understand the Group's performance and also contribute valuable insights. Shareholders are also always welcome to express their questions or opinions at any time by reaching out via a dedicated email.
Management held frequent meetings with investors and advisers throughout 2025. Management consistently shared investor perspectives and significant market trends with the Board, thus ensuring that investor sentiment is taken into account during decision-making processes at the Board level.
This Strategic Report has been prepared in accordance with the requirements of the Companies Act 2006, including Section 414C.
Signed on behalf of the Board
Thomas Lodewijk Plantenga
CEO
31 March 2026
13
VINTED LIMITED
DIRECTORS' REPORT
The Directors are pleased to present their report together with the audited consolidated financial statements of Vinted Limited for the year ended 31 December 2025.
Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial statements were:
Alex Taussig - resigned on 16 December 2025
Atul Malhotra JR
Carolina Brochado
Filip Hedin - appointed on 23 April 2025
Ingo Jeroen Uytdehaage - appointed on 16 December 2025
Justas Janauskas - resigned on 16 December 2025
Luca Bocchio
Mantas Mikuckas
Maria Redin - appointed on 3 February 2025
Per Henrik Persson - resigned on 23 April 2025
Thomas Lodewijk Plantenga
Dividends
The Directors are not recommending a dividend for the year 2025 (2024: EUR 0).
Directors' indemnities
The parent Company and the subsidiaries have made qualifying third party indemnity provisions for the benefit of its Directors which were in force during the financial year and remain in force at the date of this report.
Treasury shares
Information regarding the Group's treasury shares is disclosed in note 18 of the consolidated financial statements. During the financial year, the Company has not acquired any of its own shares.
Disclosures in the strategic report
It has been chosen to set out certain matters in the Strategic Report (contained on pages 3 to 13) that would otherwise be required to be disclosed in the Directors' report. These matters include disclosures concerning future developments, engagement with customers and other persons and assessment of principal risks and uncertainties.
Research and development
Aligned with its core business values of member-centricity, Vinted continually invests in the development of its operating platforms, websites and mobile applications. Such development activities are measured and capitalised as intellectual property as defined by IAS 38 Intangible Assets. Please see note 10 of the consolidated financial statements for more information about the capitalised and expensed amounts relating to the research and development activities.
Events after the year end
Since the balance sheet date, there have been no significant events impacting the Group.
14
VINTED LIMITED
DIRECTORS' REPORT
Going concern
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the 12 months from the date of approval of the financial statements. As at 31 December 2025 the Group has EUR 540,472 thousand cash and cash equivalents and short and long term investments in liquid financial assets, out of which only EUR 6,978 thousand is restricted cash. As the Group invests its excess cash in liquid bonds and investment funds, the liquidity is assessed including these investments. Therefore even though cash and cash equivalents position per reporting date dropped by EUR 47,447 thousand from end of 2024, the total cash and cash equivalents and short and long term investments in liquid financial assets increased by EUR 137,447 thousand, demonstrating stronger liquidity.
Additionally, a detailed cash flow forecast is performed and monitored by the Directors. Key assumptions in the forecast include customer retention and new customer growth due to marketing spend, as well as investments in new business lines. In case of a stress scenario, where 80% budgeted revenue drop for 2 biggest markets (France and United Kingdom) for 10 months in 2026 (operating and marketing expenses not adjusted)), the Directors might choose to implement a less aggressive marketing strategy which would result in higher cash projections compared to the latest cash flow forecast. Furthermore, in case of additional liquidity needs, the Group has access to a EUR 50,000 thousand revolving credit facility which remains unused per the reporting date. The facility's termination date is 14 December 2026. The group is well above covenant requirements and could utilize a full revolving credit facility, if needed.
On the basis of profitable operations, forecasted performance and the fact that there are no material uncertainties the Directors consider that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements. The Directors have assessed the Group's ability to continue as a going concern for the next 12 months after the date of signing of the financial statements.
Branches
The Group, through its subsidiary Vinted Go, UAB, operates the following branches:
Belgium
Branch number: 0786.276.951
Address: 4, rue de la Presse – 1000 Brussels, Belgium
Branch number: 171 97 988
Czech Republic
Address: Pujmanové 1753/10a, Nusle, 140 00 Praha 4, Czech Republic
Branch number: 911 209 935
France
Address: 5 rue de l'Arc de Triomphe, Paris, 75007, France
Branch number: 54 670 012
Slovakia
Address: Tolstého 5, Bratislava - mestská časť Staré Mesto, 811 06, Slovakia
Branch number: 0000966013
Poland
Address: ul. Chłodna 52, 00-872, Warsaw, Poland
Employment, training and advancement of disabled persons
The Group is committed to equal opportunity and non-discrimination in employment. Applications for employment by persons with disabilities are considered on the basis of qualifications, experience, and role requirements.
Where an employee acquires a disability during their employment, the Group seeks to provide appropriate support and reasonable accommodations to enable continued employment, subject to operational requirements. Training, development, and advancement opportunities are provided on an equal basis with those offered to all employees.
Involvement of employees in the affairs, policy and performance of the Group
The Board prioritises employee engagement and management consistently shares information with employees about relevant topics and the Group's overall performance. Some of the common communication mediums include Group-wide and department-specific All Hands meetings, regular updates on the intranet, instant messaging platforms, and email. Relevant company-wide communications are recorded, documented, and shared for future access.
Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests. Representative bodies of employees actively participate in decision-making processes and offer advice on a range of matters.
15
VINTED LIMITED
DIRECTORS' REPORT
Streamlined energy and carbon reporting
In 2025, Vinted continued on its mission of making second-hand the first choice worldwide and remained committed to both extending the life of items and reducing the carbon footprint of its operations. While the Group continues to work closely with external consultants to continuously improve and validate the methodology for its streamlined energy and carbon reporting, significant work was completed in 2025 to internalise the modelling and monitoring of the Group's greenhouse gas (GHG) emissions.
This is particularly true for Scope 3 logistics (parcel delivery) emissions, which represent over 80% of total GHG emissions, for which a dedicated delivery emissions model was developed in accordance with GHG Protocol standards and reviewed by a third party. Internalising the modelling of Scope 3 logistics emissions has strengthened the Group's oversight of emissions drivers and progress against its science-based targets validated by the Science Based Targets initiative (SBTi) in early 2025.
In 2025, Vinted continued to grow, including (i) the continued expansion of Vinted Go warehouses and parcel shops, with new warehouses in France and Spain, and (ii) increased data centre use. While net electricity consumption (kWh) increased as a result of this activity, absolute Scope 2 market-based emissions continued to decrease in 2025 as a result of an increasing share of facilities operating on renewable electricity. In 2025, renewable electricity accounted for 84% of total energy use, compared with 75% in 2024. Renewable electricity now accounts for 94% of offices' electricity usage, primarily in the largest offices in Vilnius, Berlin, Amsterdam and Hamburg. While some new smaller offices are progressively switching to renewable electricity contracts, the Group is working with landlords of offices currently covered by renewable electricity to help ensure that electricity consumption continues to rely on renewable energy in the future. The electricity used for data centres (77% of electricity consumed in 2025) now runs fully on renewable energy, and previous data centres that only partially ran on renewable energy have been decommissioned. Warehouses are also gradually switching to renewable electricity, with 27% of warehouses' electricity being from renewable sources, supported by the recent addition of solar panels.
Between 2024 and 2025, total absolute greenhouse gas emissions (Scopes 1, 2 and 3) increased by 38%. This increase is mainly driven by the Group's growth (revenue increase of 38% in 2025), which directly impacts the number of parcels delivered, as well as energy use, purchase of goods and services, and use of sold services (indirect emissions of Vinted members using the app and website). The Group's greenhouse gas emissions intensity, measured in CO2e kg per € of revenue, remained stable between 2024 and 2025.
As in previous years, the most significant change in Vinted Group's total greenhouse gas emissions stems from the increase in transportation of parcels. Emissions related to the Group's own carrier, Vinted Go Carrier, are accounted for in Category 3.4 Upstream Transportation & Distribution, while emissions resulting from third-party carrier services are accounted for in Category 3.9 Downstream Transportation and Distribution. In both cases, Vinted uses third-party delivery vehicles that are not owned or leased by Vinted, but are instead used through third-party agreements without full authority to introduce and implement operating policies; therefore, following the GHG Protocol guidelines, these are not considered direct emissions (Scope 1) but are instead accounted for in the Group's indirect supply chain emissions under Scope 3.
At the end of 2024, Vinted Group validated near-term and long-term reduction targets with the SBTi, including near-term commitments to reduce absolute Scope 1 and 2 emissions, as well as Scope 3 intensity targets focused on upstream transportation and distribution and supplier engagement. In 2025, the Group enhanced data quality and control for its GHG footprint calculation, including internalising the delivery emissions model and adopting a refined methodology for some Scope 3 categories. A consistent recalculation of 2024 results was performed for fair year-on-year comparison in this report.
16
VINTED LIMITED
DIRECTORS' REPORT
Streamlined energy and carbon reporting (continued)
In line with the UK's Government's Streamlined Energy and Carbon Reporting (SECR) framework, the table below shows Vinted Group's operational energy and carbon footprint:
Energy
Year ended 31 December 2025
Year ended 31 December 2024
Total (kWh)
16,070,312
11,299,019
Heating (kWh)
1,471,550
1,786,309
Offices, warehouses and parcel stores
1,471,550
1,786,309
Electricity purchased (kWh)
14,598,762
9,512,710
Offices, warehouses and parcel stores
3,369,597
2,167,289
Out of which renewables
1,607,194
940,186
Out of which is located in the United Kingdom
49,482
58,970
Data centres
11,229,165
7,345,421
Out of which renewables
10,665,807
6,172,415
Share of energy consumed in the United Kingdom
% of kWh
0.34%
1.40%
Intensity ratio
kWh/EUR revenue (total energy consumption)
0.014
0.005
Energy efficiency actions
During 2025, the Group implemented a number of energy efficiency initiatives across its offices and warehouses. In offices, the Group promoted energy sobriety and efficiency, including reducing default heating set-points (by approximately 1°C, depending on the location) and integrating minimum energy performance and renewable electricity criteria into the procurement of new office space.
In warehouses, the Group's primary focus was on strengthening monitoring and operational control of energy use by encouraging landlords to install building management systems. These systems are now in place in two newly opened warehouses. The Group also continued to advocate for landlords to switch to renewable electricity contracts and to incorporate energy efficiency criteria into the procurement of new warehouse space.
These initiatives support the Group's SBTi Scope 1 and 2 reduction targets and contributed to a year-on-year decrease in energy intensity, as shown in the table below.
Year ended 31 December 2024 ( restated)
Carbon Dioxide Equivalent Emissions
Year ended 31 December 2025
Scope 1 (tonnes CO2e)
241
349
Scope 2 (tonnes CO2e)
With Market
460
861
Based Electricity approach
With Location
3,117
1,967
Based Electricity approach
Intensity ratio
CO2e kg/ EUR thousands revenue (with market-based electricity)
0.626
1.488
Intensity ratio
2.998
2.847
CO2e kg/ EUR thousands revenue (with location-based electricity)
The CO2 intensity ratio is defined as total Scope 1, 2 and 3 greenhouse gas emissions (tCO2e) divided by revenue (in euro thousand). This metric provides an indicator of the Group's carbon efficiency relative to its financial performance and growth. It has been selected as it reflects the scalability of the Group's low-carbon C2C business model, where emissions are predominantly driven by Scope 3 logistics, while revenue scales with GMV.
17
VINTED LIMITED
DIRECTORS' REPORT
Streamlined energy and carbon reporting (continued)
Year ended 31 December 2024 ( restated)
Carbon Dioxide Equivalent Emissions
Year ended 31 December 2025
Scope 3 (tonnes CO2e)
452,376
328,010
3.1 Purchased Goods & Services
15,426
10,221
3.2 Capital Goods
10,612
8,129
3.3 Fuel and energy related activities not reported in Scope 1 & 2
1,111
752
3.4 Upstream Transportation & Distribution
19,998
15,405
3.5 Waste generated in Operations
1,406
613
3.6 Business Travel
2,499
2,762
3.7 Employee Commute
681
494
3.8 Upstream Leased Assets*
413
685
3.9 Downstream Transportation and Distribution
364,789
261,188
3.11 Use of sold products**
35,441
27,761
*The emissions in the category 3.8. Upstream Leased Assets refer to the electricity used by lockers, the electricity used by the space occupied by lockers, electricity used in Vinted Go parcel shops, and the electricity used for cooling in datacentres.
**The emissions in the category 3.11. Use of sold products refers to the energy used by members when accessing the Vinted Marketplace platform.
Year ended 31 December 2024 ( restated)
Carbon Dioxide Equivalent Emissions
Year ended 31 December 2025
Total Scopes 1 + 2 + 3 (tonnes CO2e)
With Market
Based Electricity approach
453,077
329,220
With Location
Based Electricity approach
455,734
330,326
Intensity ratio
CO2e kg/ EUR thousands revenue (with market-based electricity)
404.5
404.8
Intensity ratio
CO2e kg/ EUR thousands revenue (with location-based electricity)
406.8
406.1
Methodology
Streamlined energy and carbon report is based on the GHG Reporting Protocol - Corporate Standard, and on the principles of relevance, completeness, consistency, transparency and accuracy.
In 2025, supported by an environmental consultancy, the Group refined its GHG calculation methodology, enhancing accuracy and transparency in the methodological decisions. A consistent recalculation of 2024 results was performed for fair year-on-year comparison in this report. The key refinements are described below:
Redesign of the delivery emissions model (Scope 3.4 and Scope 3.9) emissions, using Vinted's internal activity data, and compliant with GHG Protocol principles. This alone covers around 85% of total GHG emissions.
●
Use of more granular Vinted activity data for Scope 3.11 Use of sold product emissions.
●
Adoption of activity-based for over 70% of Scope 3.1 purchased goods and services, replacing prior spend-based approach where applicable.
●
Inclusion of datacenter cooling electricity in Scope 3.8 Upstream Leased Assets, previously omitted due to data limitations
●
Overall gains in transparency and control over emission factors used and methodological choices, compared with previous exercises which were externalised.
●
18
VINTED LIMITED
DIRECTORS' REPORT
Streamlined energy and carbon reporting (continued)
GHG Reporting protocol
Relevance
The operational control approach is used to define reporting boundaries, meaning the Group takes into account 100% of the GHG emissions from operations over which it has control.
Completeness
This report focuses on the energy and carbon indicators mandated by the UK's Government's Streamlined Energy and Carbon Reporting (SECR) framework. Vinted reports Scope 1, Scope 2 and Scope 3 emissions, with Scope 2 reporting of both market-based and location-based approaches.
Consistency
Vinted is a group of companies with a rapidly growing employee base and operations, and associated energy needs. To reflect efficiency measures over time, CO2e per revenue is chosen as the intensity measure in order to measure the efficiency of Group operations, which would reflect energy-saving actions.
Transparency
Assumptions were made to calculate as complete a carbon footprint as possible, and included extrapolations to address data gaps. While the completeness of energy consumption data has increased, surface area and European average energy use intensities are used for estimating energy consumption in the following facilities: London office, and Vinted Go parcel stores in the Netherlands. Due to lack of available data at the time of data collection, potential fugitive emissions from refrigerants are estimated in all relevant facilities, and emissions were extrapolated for the following facilities: heating consumption in Berlin (all year, extrapolated from 2024 data), and electricity consumption in the three data centres (December consumption only, extrapolated from November data).
Regarding Scope 3 emissions, Category 3.1 Purchase of Goods and Services is calculated using both activity-based emission factors, where data was available, and spend-based emission factors for the remainder of the category.
Accuracy
To further refine calculation accuracy, the Group proceeded to several methodology improvements in 2025, described above in the Methodology section.
Disclosure of information to auditors
Each of the persons who is a Director at the date of approval of this report confirms that:
●
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
●
the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. The auditors have been appointed for 2025 in accordance with section 485 of the Companies Act 2006.
Statement of Directors' responsibilities in respect of financial statements
The Directors are responsible for preparing the Annual report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the group financial statements in accordance with UK-adopted international accounting standards and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).
19
VINTED LIMITED
DIRECTORS' REPORT
Statement of Directors' responsibilities in respect of financial statements (continued)
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the group for that period. In preparing the financial statements, the Directors are required to:
●
select suitable accounting policies and then apply them consistently;
●
state whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
●
make judgements and accounting estimates that are reasonable and prudent; and
●
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Signed on behalf of the Board
Thomas Lodewijk Plantenga
CEO
31 March 2026
20
Independent auditors' report to the members of Vinted Limited (continued)
Report on the audit of the financial statements
Opinion
In our opinion:

- *

Vinted Limited's group financial statements and company financial statements (the “financial statements”) give a true and fair view of the state of the group's and of the company's affairs as at 31 December 2025 and of the group's profit and the group's cash flows for the year then ended;

- *

the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006;

- *

the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

- *

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual report and financial statements (the “Annual Report”), which comprise:

- *

the Consolidated Statement of Financial Position as at 31 December 2025;

- *

the Company Statement of Financial Position as at 31 December 2025;

- *

the Consolidated Statement of Profit or Loss and Comprehensive Income for the year then ended;

- *

the Consolidated Statement of Changes in Equity for the year then ended;

- *

the Consolidated Cash Flow Statement for the year then ended;

- *

the Company Statement of Changes in Equity for the year then ended; and

- *

the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
21
Independent auditors' report to the members of Vinted Limited (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' responsibilities in respect of financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group's and the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
22
Independent auditors' report to the members of Vinted Limited (continued)
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and taxation legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting of journal entries with unexpected account combinations and management bias in significant accounting estimates and/or judgements. Audit procedures performed by the engagement team included:

- *

Reviewing minutes of meetings of those charged with governance;

- *

Enquiry of management and those charged with governance around actual and potential litigation and claims and known or suspected instances of fraud;

- *

Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, and challenging assumptions and judgements made by management in their significant accounting estimates; and

- *

Reviewing the financial statements for adequate and appropriate disclosures in compliance with the Companies Act 2006.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
23
Independent auditors' report to the members of Vinted Limited (continued)
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:

- *

we have not obtained all the information and explanations we require for our audit; or

- *

adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

- *

certain disclosures of directors' remuneration specified by law are not made; or

- *

the company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Sarah Phillips (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
31 March 2026
24
VINTED LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
For the year ended 31 December 2025
Note
in EUR thousands
2025
2024
CONTINUING OPERATIONS
Revenue
4
1,120,185
813,377
Marketing expenses
(331,154)
(200,587)
Employee benefit expenses
5
(207,049)
(169,239)
Delivery expenses
(157,089)
(98,754)
Payment processing and related expenses
(129,262)
(88,335)
Contracting and consulting
(96,029)
(76,612)
General operating expenses
(96,736)
(62,352)
Depreciation and amortisation expenses
10, 11, 12
(36,216)
(29,683)
Inventory related costs
(3,219)
(3,126)
Other gains
1,676
2,549
OPERATING PROFIT
65,107
87,238
Finance income
7
14,139
11,561
Finance costs
7
(4,123)
(3,420)
PROFIT BEFORE INCOME TAX
75,123
95,379
8
Income tax
(12,783)
(18,667)
PROFIT FOR THE YEAR
62,340
76,712
Other comprehensive income / (expenses)
Items that may be reclassified subsequently to profit or loss:
Change in fair value of investments
3,965
5,263
Recycle of realised gains on financial assets at FVOCI
(3,867)
(4,049)
Exchange gains arising on translation of subsidiaries
20
1,093
890
Income tax impact
(207)
(126)
Other reserves impact
267
-
Items that will not be reclassified subsequently to profit or loss:
Change in fair value of investments
2,899
1,280
Total other comprehensive income
4,150
3,258
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY HOLDERS OF PARENT COMPANY
66,490
79,970
The accompanying notes on pages 29 to 61 are an integral part of the consolidated financial statements.
25
VINTED LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
in EUR thousands
Note
2025
2024
NON-CURRENT ASSETS
Goodwill
9
59,730
59,730
Intangible assets
10
36,107
34,132
Property, plant and equipment
11
116,815
61,045
Right-of-use assets
12
57,837
44,539
Deferred tax assets
8
11,203
4,605
Other non-current assets
31,993
15,528
Derivative financial instruments
3,973
3,865
Financial assets
13
139,412
80,084
TOTAL NON-CURRENT ASSETS
457,070
303,528
CURRENT ASSETS
Inventories
14
843
606
Trade and other receivables
15
20,837
13,775
Contract assets
10,744
5,405
Other current assets
16
42,889
26,575
Financial assets
13
303,042
169,742
Cash and cash equivalents
17
114,909
162,357
TOTAL CURRENT ASSETS
493,264
378,460
TOTAL ASSETS
950,334
681,988
EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT
Share capital
18
1
1
Share premium account
18
303,530
303,070
Share-based payment reserve
19
132,035
86,234
Other reserves
20
7,317
3,274
Retained earnings/(accumulated losses)
8,789
(56,740)
TOTAL EQUITY
451,672
335,839
NON-CURRENT LIABILITIES
Lease liabilities
12
50,732
35,928
Deferred tax liabilities
8
2,849
3,683
Other long-term liabilities
821
-
TOTAL NON-CURRENT LIABILITIES
54,402
39,611
CURRENT LIABILITIES
Lease liabilities
12
10,968
10,212
Trade and other payables
22
206,647
152,530
Customer accounts
6,604
-
Income tax liabilities
13,765
11,191
Provisions
23
6,242
3,394
Deferred revenue
-
631
Contract liabilities
9,684
5,682
Other current liabilities
24
190,158
122,838
Derivative financial instruments
192
60
TOTAL CURRENT LIABILITIES
444,260
306,538
TOTAL EQUITY AND LIABILITIES
950,334
681,988
The accompanying notes on pages 29 to 61 are an integral part of the consolidated financial statements.
The consolidated financial statements on pages 25 to 61 of Vinted Limited (Company number: 07874344) were signed on behalf of the Board:
Thomas Lodewijk Plantenga
CEO
31 March 2026
26
VINTED LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
(Accumulated losses)/retained earnings
Share premium account
Share-based payment reserve
in EUR thousands
Note
Share capital
Other reserves
Total equity
Balance at 1 January 2024
1
355,050
70,190
(40)
(191,457)
233,744
Profit for the year
-
-
-
-
76,712
76,712
Other provisions
-
-
-
56
(56)
-
Other comprehensive income for the year
-
-
-
3,258
-
3,258
Total comprehensive income
-
-
-
3,314
76,656
79,970
Option exercise
18,19
-
(1,980)
(15,108)
-
17,193
105
Option forfeiture
19
-
-
(869)
-
-
(869)
Share-based payments
19
-
-
32,021
-
-
32,021
Transfer of share premium to (accumulated losses)/retained earnings
-
(50,000)
-
-
50,000
-
Buy-back of shares
-
-
-
-
(9,132)
(9,132)
Transactions with owners in their capacity as owners
-
(51,980)
16,044
-
58,061
22,125
Balance at 31 December 2024
1
303,070
86,234
3,274
(56,740)
335,839
Profit for the year
-
-
-
-
62,340
62,340
Other provisions
-
-
-
158
(158)
-
Other comprehensive income for the year
-
-
-
3,885
265
4,150
Total comprehensive income
-
-
-
4,043
62,447
66,490
Option exercise
18,19
-
460
(3,082)
-
3,082
460
Option forfeiture
19
-
-
(2,297)
-
-
(2,297)
Share-based payments
19
-
-
51,180
-
-
51,180
Transactions with owners in their capacity as owners
-
460
-
3,082
49,343
45,801
Balance at 31 December 2025
1
303,530
132,035
7,317
8,789
451,672
The accompanying notes on pages 29 to 61 are an integral part of the consolidated financial statement.
27
VINTED LIMITED
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2025
in EUR thousands
Note
2025
2024
Operating activities
Profit before income tax
75,123
95,379
Adjustments for:
Amortisation of intangible assets
10
10,496
10,374
Depreciation of plant, property and equipment and right-of-use assets
11,12
25,720
19,308
Share-based payment expenses
48,883
30,970
Finance income
7
(6,798)
(6,384)
Finance cost
7
3,611
3,121
Realised gains on financial assets at FVOCI
7
(4,801)
(4,886)
Fair value gain on financial assets
(1,676)
(2,549)
Increase/(decrease) in provision
23
2,848
(1,855)
(Increase)/decrease in non-current assets
(237)
360
Gain on disposal of property, plant and equipment
(87)
(61)
Write-off of intangible asset and plant, property and equipment
2,214
3,790
Other losses
1,585
1,004
Operating cash flows before movements in working capital
156,881
148,571
Movement in working capital
Increase in trade and other payables
127,719
30,193
Increase in liabilities to electronic money holders and payment service users
6,605
-
(Increase)/ decrease in trade and other receivables
(24,533)
2,447
Increase in contract assets
(5,134)
(1,442)
Increase in inventories
(237)
(214)
Increase in deferred revenue
(618)
101
Increase in contract liabilities
4,005
3,677
Cash generated from operating activities
264,688
183,333
Interest received
6,043
5,526
Interest paid
(814)
(832)
Lease interest paid
(2,488)
(1,994)
Income tax paid
(17,700)
(8,134)
Net generated cash from operating activities
249,729
177,899
Investing activities
Purchase of intangible assets
10
(14,507)
(12,853)
Purchase of plant, property and equipment
11
(87,031)
(52,944)
Proceeds on disposal of property, plant and equipment
207
126
Acquisition of subsidiary
25
-
(33,636)
Contingent consideration paid
25
-
(7,035)
Purchases of financial assets
(660,604)
(443,758)
Proceeds from sale of financial assets
474,506
436,333
Net cash used in investing activities
(287,429)
(113,767)
Financing activities
Proceeds from issue of shares
460
106
Proceeds from loans and borrowings
1,573
-
Repayments of loans and borrowings
(716)
(626)
Principal elements of lease payments
26
(10,558)
(11,625)
Buy back of shares
(4)
(9,140)
Net cash used in financing activities
(9,245)
(21,285)
Net (decrease)/increase in cash and cash equivalents
(46,945)
42,847
Cash and cash equivalents at beginning of year
162,357
118,190
Effect of movements in exchange rates on cash
(503)
1,320
Cash and cash equivalents at end of the year
17
114,909
162,357
The accompanying notes on pages 29 to 61 are an integral part of the consolidated financial statements.
28
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. Basis of preparation
General information
Vinted Limited (hereinafter referred to as “Vinted” or the “Company”) is a private company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and registered in England and Wales, the registered number being 07874344, Vinted Limited is the ultimate parent company, together with its subsidiaries referred to as “Vinted Group” or the “Group”. The principal activities of the Group are set out in the strategic report on page 3. The Company's financial year begins on 1 January and ends on 31 December of the respective year.
The information about the composition of the Group at 31 December 2025 is set out below:
Place of business. domicile and registered address
Ownership interest and voting rights
Name of the entity
Principal activity
Class of shares
Vinted Limited
Ultimate parent company
5 New Street Square
-
-
EC4A 3TW London, United Kingdom
Controlled directly
Vinted B.V.
Headquarter/administrative and software development services
Herengracht 54
Ordinary
100%
1015BN Amsterdam, The Netherlands
Preferred
100%
Vinted Canada Limited
Dormant entity
Suite 2300, Bentall 5, 550 Burrard Street
Ordinary
100%
Vancouver BC V6C 2B5, Canada
Vinted GmbH
Headquarter/ administrative, marketing and software development services
Unter den Linden 14
Ordinary
100%
10117 Berlin, Germany
Vinted Inc.
Marketplace services
5716 Corsa Ave Suite 110
Ordinary
100%
Westlake Village, Los Angeles
CA 91362-7354, United States
Vinted Sp. z o.o.
Headquarter/ administrative services
ul. Chłodna 52
Ordinary
100%
00-872 Warszawa, Poland
Vinted Systems, UAB
Software licensing services
Švitrigailos st. 13
Ordinary
100%
LT-03228 Vilnius, Lithuania
Vinted, UAB
Principal entity / Headquarters
Švitrigailos st. 13
Ordinary
100%
LT-03228 Vilnius, Lithuania
Controlled indirectly
Rebelle AB
Intermediate holding company
c/o Intertrust (Sweden) AB, Box 16285
Ordinary
100%
103 25 Stockholm, Sweden
Trendsales ApS
Dormant entity
Sortedam Dossering 29, 5. th, 2200 Copenhagen N, Denmark
Ordinary
100%
Vinted Europe S.A
Payment services
7 Rue de Bitbourg,
Ordinary
100%
1273 Luxembourg
Vinted Go B.V.
Freight forwarding services
Van Diemenstraat 20-200
Ordinary
100%
1013 CP Amsterdam, The Netherlands
Vinted Go GmbH
Item authenticity verification services
Modering 5,
Ordinary
100%
22457 Hamburg, Germany
Vinted Go Inc
Freight forwarding services
8 The Green, Suite R, Dover,
Ordinary
100%
Kent County, Delaware 19901, US
Vinted Go Limited
Item authenticity verification services
5 New Street Square
Ordinary
100%
EC4A 3TW London, United Kingdom
Vinted Go, SASU
Parcel locker services
5 rue de l'Arc de Triomphe
Ordinary
100%
75017 Paris, France
Vinted Go, S.L.
Parcel locker services
C/ Alfonso Xii 8 - Bajo Derecha, 28014 - Madrid, Spain
Ordinary
100%
Vinted Go, UAB
Freight forwarding services
Švitrigailos st. 13
Ordinary
100%
LT-03228 Vilnius, Lithuania
Vinted Go, Unipessoal Lda.
Parcel locker services
Rua Castilho, n° 39 - 8° E, 1250-068 Lisbon, Portugal
Ordinary
100%
Vinted Pay Limited
Payment services
25 Worship Street
Ordinary
100%
EC2A 2DXLondon, United Kingdom
Vinted Pay, UAB
Payment services
Švitrigailos st. 13
Ordinary
100%
LT-03228 Vilnius, Lithuania
Vinted Platform Limited
Marketplace services
5 New Street Square
Ordinary
100%
EC4A 3TW London, United Kingdom
Vinted, SASU
Headquarter/ administrative and customer support services
5 rue de l'Arc de Triomphe
Ordinary
100%
75017 Paris, France
Vinted (UK) Limited
Headquarter/ administrative and customer support services
5 New Street Square
Ordinary
100%
EC4A 3TW London, United Kingdom
29
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. Basis of preparation (continued)
Basis of accounting
The consolidated financial statements of the Group have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The preparation of financial statements that conform to IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge at the time, actual amounts may ultimately differ from those estimates.
The financial statements have been prepared on the historical cost basis, except for the remeasurement of certain financial instruments at fair value as outlined in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
Basis of consolidation
When the Company has power, either directly or indirectly, to govern the financial and operating policies of an investee so as to obtain benefits from its activities, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect the investee‘s returns, it has control over the investee and therefore such investee is classified as a subsidiary. The Company reassesses whether it has control over an investee if facts and circumstances indicate that there are changes to any of the elements of control listed above.
Consolidation of an investee begins from the date the Company obtains control over the investee and ceases when the Company loses control of the investee. Specifically, the revenue and expense of subsidiaries acquired or disposed of during the financial year are included in the profit or loss of the Group from the date the Company gains control until the date when the Company ceases to control the investee.
Business combinations, if any, in the consolidated financial statements are accounted for by applying the acquisition method that measures the investee's assets and liabilities at their fair value at acquisition date. The excess of the consideration transferred over the fair value of the investee's net identifiable assets acquired and liabilities assumed is recognised as goodwill.
The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies in line with those used by the Group. Intragroup assets and liabilities, equity, income, expenses, unrealised gains or losses, and cash flows relating to transactions between entities of the Group are being eliminated on consolidation.
Foreign currency
Items included in the separate financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The functional currency is the currency that mainly influences sales prices of services sold.
The consolidated financial statements are presented in euro because that is the currency of the primary economic environment in which the majority of the Group operates, and euro is the currency of the countries whose competitive forces determine the sale prices of services provided and so it is determined as the Company's functional currency and the Group's presentation currency. The financial statements of subsidiaries having functional currencies other than euro are translated into euro on the following basis:
●
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
30
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. Basis of preparation (continued)
Foreign currency (continued)
income and expenses for each statement presenting profit or loss and other comprehensive income are translated at the average exchange rates for the financial period presented;
●
equity items other than retained earnings are translated at the dates of the transactions in line with IAS 21.
●
Exchange differences arising from translation of net investment in foreign subsidiaries are recognised in the statement of comprehensive income.
Going concern
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the 12 months from the date of approval of the financial statements. As at 31 December 2025 the Group has EUR 540,472 thousand cash and cash equivalents and short and long term investments in liquid financial assets, out of which only EUR 6,978 thousand is restricted cash. As the Group invests its excess cash in liquid bonds and investment funds, the liquidity is assessed including these investments. Therefore even though cash and cash equivalents position per reporting date dropped by EUR 47,447 thousand from end of 2024, the total cash and cash equivalents and short and long term investments in liquid financial assets increased by EUR 137,447 thousand, demonstrating stronger liquidity.
Additionally, a detailed cash flow forecast is performed and monitored by the Directors. Key assumptions in the forecast include customer retention and new customer growth due to marketing spend, as well as investments in new business lines. In case of a stress scenario, where 80% budgeted revenue drop for 2 biggest markets (France and United Kingdom) for 10 months in 2026 (operating and marketing expenses not adjusted)), the Directors might choose to implement a less aggressive marketing strategy which would result in higher cash projections compared to the latest cash flow forecast. Furthermore, in case of additional liquidity needs, the Group has access to a EUR 50,000 thousand revolving credit facility which remains unused per the reporting date. The facility's termination date is 14 December 2026.The group is well above covenant requirements and could utilize a full revolving credit facility, if needed.
On the basis of profitable operations, forecasted performance and the fact that there are no material uncertainties the Directors consider that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements. The Directors have assessed the Group's ability to continue as a going concern for the next 12 months after the date of signing of the financial statements.
Critical accounting judgments and key sources of estimation uncertainty
Critical judgements in applying the Group's accounting policies:
Vinted engages in investments in financial assets to efficiently manage its cash balance. The classification and measurement of these financial assets require a significant judgement regarding the business model assessment under IFRS 9. This assessment includes judgement reflecting all relevant evidence including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed. It is assessed that Vinted's business model objective is achieved by both collecting contractual cash flows and selling these financial assets. Vinted conducts ongoing reviews to ensure the appropriateness of the business model, with the recognition that any substantial change in strategy could necessitate a reclassification of these financial assets.
●
The key assumptions and estimates concerning the future and other key sources of estimation uncertainty are as follows:
Share-based payment fair value is determined at grant date and expensed over the option vesting period. The assessment of the fair value of the share options requires estimation. Refer to note 19 for further details.
●
●
Certain financial assets and liabilities of the Group are valued at fair value. If quoted market prices are not available for these financial assets and liabilities, the Group relies on market-observable data or applies other valuation techniques that incorporate inputs significantly impacting fair value, which are not derived from observable market data. For more information, please refer to note 27.
31
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
2. Adoption of new and revised Standards
New standards and amendments effective for the current reporting year
The following amendments to the existing standards issued by the International Accounting Standards Board (IASB) and adopted by the UK are effective for the current reporting year. Adoption of new and revised standards did not have a material impact on the Group's financial results.
Title
Subject
Effective date
Amendments to IAS 21
Lack of exchangeability of foreign currency.
1 January 2025
Forthcoming requirements
As at 31 December 2025, the following standards and interpretations had been issued but were not mandatory for annual reporting periods ending on 31 December 2025. The Group did not make any early adoption of forthcoming amendments and is currently assessing the potential impact on its financial statements.
Title
Subject
Effective date
Amendments to the Classification and Measurement of Financial Instruments. Targeted amendments for renewable power purchase agreements and related hedge accounting.
Amendments to IFRS 9 and IFRS 7
1 January 2026
Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards.
Annual Improvements to IFRS Accounting Standards
1 January 2026
IFRS 18, ‘Presentation and Disclosure in Financial Statements'
Adoption of the new standard on presentation and disclosure in financial statements, which replaces IAS 1.
1 January 2027
IFRS 19, ‘Subsidiaries without Public Accountability: Disclosures'
Adoption of the new standard alongside other IFRS Accounting Standards.
1 January 2027
(expected)
1 January 2027
Translation to a hyperinflationary presentation currency.
Amendments to IAS 21
(expected)
3. Material accounting policy information
The accounting policies have been applied consistently, other than where new policies have been adopted.
Revenue recognition
Revenue is recognised when the Group satisfies its performance obligations, either at a point in time or over the period during which the services are rendered. The transaction price is determined based on the consideration the Group expects to receive, net of any refunds for cancelled or unsuccessful transactions, applicable discounts, and deferred amounts, also excluding amounts collected on behalf of third parties. When the Group receives or is entitled to receive a consideration before transferring goods or services to a customer, a contract liability is recognised.
The process involves identifying each contract with a customer, determining distinct performance obligations, estimating the transaction price, allocating it to those performance obligations, and recognising revenue as each obligation is fulfilled, providing an accurate reflection of the economic benefit transferred to the customer.
32
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
3. Material accounting policy information (continued)
Revenue recognition (continued)
Marketplace services
Vinted marketplace is a consumer to consumer online marketplace for second-hand goods. The Group owns and manages websites, applications and other platforms through which it provides hosting services and acts as an intermediary between buyers and sellers.
A buyer protection fee is charged to members for successful transactions on Vinted. Additionally, when buying an item of selected categories and brands a member may opt for additional service to verify the authenticity of such item for a separate fee, in which case the item, before being delivered to the buyer, undergoes a physical inspection and authenticity verification. The items traded on Vinted platform do not constitute a performance obligation for Vinted, as Vinted never obtains control over these items.
Vinted also generates revenue from integrated shipping services on the platform. When Vinted acts as the principal in the shipping arrangement, the revenue recognised is the price paid by the member for the shipping label. Conversely, when Vinted acts as an agent in the shipping arrangement, the revenue recognised is the shipping label price paid by the member, reduced by the cost of that label.
Performance obligations related to the buyer protection, item verification, and shipping services are fulfilled at a point in time when the transaction is completed - when the buyer confirms a successful purchase or two days after the order delivery, whichever occurs earlier. The fee for each of the services is fixed and charged from the member at the initiation of the transaction. The revenue recognised is net of refunds associated with cancelled or failed transactions, discounts, and deferred amounts, as well as excludes amounts collected on behalf of third parties. In most cases, transaction fee is collected on escrow account and only released to the Group when the transaction is successfully completed.
Shipping costs relate directly to specific member transactions, they generate the resources of the Group that are used in satisfying performance obligations and such costs are expected to be recovered. Therefore, the portion of such costs incurred that will be used in satisfying the performance obligations in the future is recognised as an asset in the balance sheet, in accordance with IFRS 15. General and administrative costs and costs that relate to past performance are recognised as expenses when incurred. Such assets are amortised to profit or loss when all performance obligations, related to the specific marketplace customer transactions, are met.
As a part of Vinted marketplace services, members can give more visibility and promote their items within Vinted platform for a specified number of days for additional fees. Revenue recognised is the price, fixed and charged from the member at the initiation of the transaction, for the acquired service net of discounts and amounts collected on behalf of third parties. Revenue is recognised on a straight line basis over the time period during which the service has been provided.
Advertising services
Revenue from advertising is recognised over time and measured using the output method when an advertisement is displayed on Vinted platforms and an impression is made to a platform member. This method provides a faithful depiction of the transfer of services because revenue recognition directly correlates with the actual delivery of advertising services to customers. The transaction price is based on the contractual arrangements with customers and may contain variable considerations that depend on the amount of advertisements displayed. In case the contract contains a consideration payable to the customer that is directly linked to the advertising revenue, such consideration is recognised as a reduction of the transaction price.
Contracting and consulting expenses
The contracting and consulting costs encompass a variety of professional services essential to the Group operations where external expertise is required, including expenditures on customer support services, outsourced workforce, legal and financial advisory, and strategic consultancy.
Finance income and expense
Interest income remitted or expense charged on the cash and cash equivalents is recognised on an accrual basis. Interest income or expense on loans and lease liabilities is recognised as it accrues in profit or loss, using the effective interest method as defined in IFRS 9.
33
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
3. Material accounting policy information (continued)
Finance income and expense (continued)
For option contracts classified as measured at FVOCI and corporate and government bonds, interest income, foreign currency exchange gains or losses, and gains or losses on disposal of such financial assets are recognised in the profit or loss.
Foreign exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period are recognised in profit or loss as finance income or costs.
Business combinations
The acquisition method of accounting is used to account for all business combinations that are not performed under common control. The acquisition date is the date on which the Group obtains direct or indirect control of the acquiree. In certain situations, the Group may designate a “convenience date” (i.e., a date other than the actual acquisition date) as a practical matter when recognising a business combination. The convenience date, if used, is no more than a few days after or before control has transferred and does not have a material effect on the consolidated financial statements.
The consideration transferred is measured at fair value, which is calculated as the sum of the acquisition date fair value of the assets transferred by the Group, the liabilities incurred by the Group to former owners of the acquired entity and the equity interests issued by the Group. Acquisition related costs are expensed as incurred.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
For business combinations under common control, when there is no change in the ultimate controlling party of the combining businesses before and after the combination, the book value method of accounting is used.
Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in profit or loss as a bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired.
Intangible assets
Intangible assets initially are measured at cost, including any directly attributable cost of preparing the asset for its intended use. Costs other than the ones necessary for preparing the asset for its intended use are included in the profit or loss. If an intangible asset is recognised as a part of a business combination, the cost of that intangible asset is its fair value at the acquisition date.
34
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
3. Material accounting policy information (continued)
Intangible assets (continued)
The development of the Vinted marketplace and shipping platforms is capitalised as intangible assets. Development expenditure is only capitalised if development costs can be measured reliably, the asset being built will be completed and the asset will generate future economic benefits in the form of cash flows to the Group. The cost is capitalised from the date when the asset meets the recognition criteria in accordance with IAS 38 and until the time the asset is capable of operating in the manner intended by management. Expenditure previously recognised as cost is not reinstated. Expenditure being capitalised is comprised of directly attributable staff costs and costs of external development services. Overheads are not being capitalised as the Group does not have sufficiently granular information in order to allocate overheads to the software assets being developed.
After initial recognition, intangible assets, including intangible assets identified in business combinations, are measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets with finite useful life are amortised on a straight-line basis over their useful life. The useful economic life of an intangible asset is revised on an annual basis. The residual value of such intangible assets is zero unless there is a commitment by a third party to purchase the asset at the end of its useful life or there is an active market for the sale of asset.
The following groups of intangible assets and their respective useful life are identified by the Group:
Intangible asset group
Estimated useful life
Capitalised development cost
4 years
User base and brand assets
4 - 7 years
Other
3 years
Property, plant and equipment
The measurement of cost includes asset's purchase price and expenditure directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the management. If an asset is acquired but it is not yet in the location and condition necessary for it to be capable of operating in the manner intended by the management, it is considered as an item of property, plant and equipment under construction. Costs of day‑to‑day servicing, minor repairs, and maintenance are not considered as a part of asset cost and are recognised in profit or loss as incurred. Leasehold improvements that meet the definition of property, plant and equipment are recognised as asset at cost.
When the prepayment relates to an asset which will be classified as property, plant and equipment upon initial recognition it is included under other non-current assets. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Group.
After initial recognition, assets that are ready for use are carried at cost less any accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. The useful economic life of an asset is revised on an annual basis.
The following groups of property, plant and equipment and their respective useful life are identified by the Group:
Group of property, plant and equipment
Estimated useful life
Machinery and equipment
2 - 10 years
Fixtures and fittings
3 - 6 years
Right-of-use assets and capitalised leasehold improvements are depreciated over the shorter of the remaining lease term or the economic life of the assets.
35
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
3. Material accounting policy information (continued)
Leases
The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The cost of the right-of-use assets comprise of the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter of the remaining lease term or the economic life of the assets.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or to not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
Impairment of non-financial assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets may be impaired. Impairment indicators will typically be changes in market and macroeconomic developments, competitive situation, technological developments or, for tangible assets, evidence of physical damage. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is defined as the higher of the fair value less costs of disposal and its value in use. In case it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount is determined for the cash‑generating unit (CGU) to which the asset belongs.
In terms of Marketplace CGU (see note 9), different countries where Vinted marketplace platform is operating are considered to represent one CGU for the annual impairment test. Although the Company can identify revenue by customers' location separately, it cannot attribute those cash flows to distinct parts of Vinted marketplace platform, as the platform represents a single asset.
In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. The cash flow projections are based on reasonable and supportable assumptions that represent management's best estimate of the range of economic conditions that will exist over the remaining useful life of the asset. The cash flow projections are also based on the most recent financial budgets and forecasts approved by management that normally cover a maximum period of five years. For further future periods, growth rates are used that do not exceed the long-term average rate of growth for the relevant markets. If there is no reason to believe that an asset's value in use materially exceeds its fair value less costs of disposal, the asset's fair value less costs of disposal may be used as its recoverable amount.
If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation decrease.
At the end of each reporting period the Group assesses whether there is any indication that an impairment loss recognised in prior periods for an asset other than goodwill may no longer exist or may have decreased, and, if any such indication exists, the impairment loss is reversed to the extent of the asset's recoverable amount. A reversal of an impairment loss cannot exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
For impairment testing of goodwill acquired in a business combination, please see the accounting policy for Goodwill.
36
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
3. Material accounting policy information (continued)
Financial instruments
Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
The Group has designated investments in debt instruments as measured at fair value through other comprehensive income (FVOCI) after determining that they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets, and after these instruments have passed the Solely Payments of Principal and Interest (SPPI) test. Investments in debt instruments that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets but that have not passed the SPPI test have been designated as measured at fair value through profit or loss (FVPL).
For certain investments in equity instruments, the Group has, at initial recognition, made an irrevocable election to designate such equity investments as FVOCI as they mainly comprise strategic investments. Changes in their value are recognised within the consolidated statement of comprehensive income and are never recycled to the statement of profit or loss.
Other financial assets at FVOCI are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in other comprehensive income. Interest income, foreign currency exchange gains or losses, and gains or losses on disposal of such financial assets are recognised in the profit or loss.
The financial liabilities of the Group meet the criteria to be measured at amortised cost.
The Group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:
●
when there is a breach of financial covenants by the debtor; or
●
information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collateral held by the Group).
Inventories
Inventories encompass all goods purchased which are subsequently consumed in the rendering of services and mostly consist of sorting and packaging materials. Inventories are valued at the lower of cost and net realisable value. The cost of inventories is the purchase price including any costs of conversion and costs incurred in bringing the inventories to their present location and condition. The cost of sorting and packaging materials is assigned by using the first‑in, first‑out (FIFO) cost method. In case of other items of inventory, the cost measurement is based on specific costs that are attributed to identified items of inventory. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Cash and cash equivalents
Cash is represented by cash in bank accounts and deposits with financial institutions repayable on demand, net of outstanding bank overdrafts. Cash equivalents are considered as short‑term, highly liquid investments that are convertible to known amounts of cash with a remaining maturity of three months or less and which are subject to an insignificant risk of changes in value. The carrying amount of cash and cash equivalents is approximate to their fair value.
37
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
3. Material accounting policy information (continued)
Share-based payments
The Group is using a share-based compensation plan, under which the employees provide services to the Group and, as a consideration, they are granted with equity instruments (share options) of the Company. Liabilities arising from such share-based payment transactions are classified as equity. The expense for the options granted is recorded in profit or loss at the fair value of the employee services received, which is measured by reference to the fair value of the options at grant date. When the share option grant date occurs on the date later than the commencement of services by an employee, the Group recognises the related expense from the next financial month after the grant date to align with the vesting conditions.
When the options are exercised, the Group issues new shares which are reflected in the share capital by reference of the share nominal value. The proceeds received exceeding the nominal share value, net of any directly attributable transaction costs, are accounted for as share premium.
Taxes arising from the exercise of the share options are costs incurred by the employees. The Group records a tax liability with no tax expense arising if there is a requirement to withhold such taxes on behalf of employees.
38
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
4. Revenue
in EUR thousands
2025
2024
Marketplace services
1,088,458
780,274
Advertising services
31,727
33,103
Total
1,120,185
813,377
Due to the nature of the Group's operations, contract balances are immaterial therefore no disclosure is provided. There have been no significant changes to the contract balances in the current financial year.
5. Employee benefit expenses
in EUR thousands
2025
2024
Wages and salaries
129,109
113,719
Share-based payments (note 19)
48,885
30,970
Social security tax
11,544
9,989
Short-term employee benefits
10,655
9,645
Other staff costs
6,856
4,916
Total staff costs
207,049
169,239
The average monthly number of employees including executive Directors was:
2025
2024
Product and marketing
1,418
1,273
Community support
408
457
Administration
389
350
Total
2,215
2,080
Key management personnel compensation
The compensation of the senior management considered the key management personnel of the Group was as follows:
in EUR thousands
2025
2024
Short-term employee benefits
2,380
1,677
Share-based payments
26,168
8,087
Total
28,548
9,764
Remuneration of the highest paid Director:
in EUR thousands
2025
2024
Aggregate emoluments
313
321
Aggregate gains made on the exercise of share options
-
15,212
Total
313
15,533
Payables for the senior management considered key management personnel of the Group are analysed as follows:
in EUR thousands
31 December 2025
31 December 2024
Payables for the Directors of the Group
116
93
39
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
5. Employee benefit expenses (continued)
The Company's share option plan main objective is to align interests of Group management with the long-term goals of the Company and its shareholders. The plan shall ensure a long-term commitment to the development of the Company.
During 2025, 2 additional share option packages were granted to the highest paid director, that totals to 1,713,970 share options (2024: 0). 18 grant packages, totalling to 267,633 share options were granted for the other key management personnel of the Group (2024: 11 grant packages, that totals to 361,630 share options). The number of key management personnel of the Group that exercised share options in the year was 1 (2024: 5).
6. Audit expenses
in EUR thousands
2025
2024
Fees payable to the Group's auditor and its associates for the audit of the Group's and Company's annual report and financial statements
501
635
Fees payable to the Group's auditor and its associates for the audit of the financial statements of the company's subsidiaries
362
86
Non-audit fees payable to company's auditors and its associates for other services
Tax advisory services
4
21
Advisory services
-
78
Accounting related services
10
9
Total
877
829
7. Finance income and finance costs
in EUR thousands
2025
2024
Realised gains on financial assets at FVOCI
4,801
4,886
Interest income from financial assets held for cash management purposes and deposits
6,798
6,384
Foreign currency exchange differences (net)
2,508
291
Other financial income
32
-
Total finance income
14,139
11,561
Interest expenses on lease liabilities
(2,488)
(1,994)
Interest expenses
(111)
(59)
Borrowing costs
(1,012)
(1,068)
Other financial costs
(512)
(299)
Total finance costs
(4,123)
(3,420)
8. Income tax
The amounts of income taxes which are reflected in the accompanying consolidated statement of profit or loss and comprehensive income are analysed as follows:
in EUR thousands
2025
2024
Current income tax
22,717
15,090
Adjustments for current tax of prior periods
(2,295)
(1,812)
Deferred income tax-relating to origination and reversal temporary differences
(7,639)
5,389
Total income tax expense
12,783
18,667
40
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
8. Income tax (continued)
in EUR thousands
2025
2024
Profit before income tax on continuing operations
75,123
95,379
Tax at the UK corporation tax rate* at 25%.
18,781
23,845
Effect of income subject to different tax rates
(6,017)
(9,094)
Effect of changes in income tax rates
(110)
(123)
Unrecognised deferred income tax assets
(1,343)
898
Utilisation of previously unrecognised income tax losses
(97)
(10,240)
Income tax effect on non-taxable income
(10,118)
(573)
Income tax effect on non-deductible expenses
14,661
15,766
Deductible allowances for tax incentive plans
(679)
-
Adjustments for current tax of prior periods
(2,295)
(1,812)
Total income tax expense
12,783
18,667
The following are the major deferred income tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.
(Charge)/credit to other comprehensive income
Credit/(charge) to profit or loss
Exchange differences
31 December 2025
1 January 2025
Reclassification
Intangible assets
(3,597)
981
-
-
-
(2,616)
Share-based payments
-
6,853
-
-
-
6,853
Provisions
549
517
-
(4)
-
1,062
Vacation accruals
861
181
-
4
-
1,046
Impairment of investments to subsidiaries
429
93
-
-
-
522
Revaluation of financial assets
31
-
(345)
-
7
(307)
Deferred tax liabilities from IFRS16
-
(12,597)
-
-
-
(12,597)
Deferred tax assets from IFRS16
-
13,525
-
-
-
13,525
Difference between financial asset book and tax asset book
(83)
(425)
-
-
-
(508)
Tax losses
15,687
(3,328)
-
-
(278)
12,081
Other
-
263
-
-
-
263
Tax assets (liabilities) before assessment
13,877
6,063
(345)
-
(271)
19,324
Deferred income tax asset not recognised after assessment
(12,955)
1,576
134
-
275
(10,970)
Net income tax assets (liabilities)
922
7,639
(211)
-
4
8,354
41
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
8. Income tax (continued)
(Charge)/credit to other comprehensive income
Credit/(charge) to profit or loss
Acquisition of subsidiary
Exchange differences
31 December 2024
in EUR thousands
1 January 2024
Intangible assets
(2,462)
2,142
-
(3,277)
-
(3,597)
Provisions
636
(87)
-
-
-
549
Vacation accruals
121
739
-
-
1
861
Impairment of investments to subsidiaries
263
166
-
-
-
429
Revaluation of financial assets
375
-
(344)
-
-
31
Difference between financial asset book and tax asset book
-
(83)
-
-
-
(83)
Income tax losses
25,361
(11,706)
-
1,900
132
15,687
Tax assets (liabilities) before assessment
24,294
(8,829)
(344)
(1,377)
133
13,877
Deferred income tax asset not recognised after assessment
(15,636)
3,440
218
(844)
(133)
(12,955)
Net income tax assets (liabilities)
8,658
(5,389)
(126)
(2,221)
-
922
Year ended 31 December 2025
in EUR thousands
Deferred income tax asset
Deferred income tax liability
Intangible assets
-
(2,616)
Share-based payments
6,853
-
Provisions
1,062
-
Vacation accruals
1,046
-
Impairment of investments to subsidiaries
522
-
Revaluation of financial assets
27
(334)
Deferred tax liabilities from IFRS16
-
(12,597)
Deferred tax assets from IFRS16
13,525
-
Difference between financial asset book and tax asset book
38
(546)
Tax losses
12,081
-
Other
263
-
Tax assets (liabilities) before assessment
35,417
(16,093)
Deferred tax liability not recognised after assessment
(10,970)
-
Net tax assets (liabilities)
24,447
(16,093)
The Group expects to recover amounts after more than 12 months.
Year ended 31 December 2024
in EUR thousands
Deferred income tax asset
Deferred income tax liability
Intangible assets
-
(3,597)
Provisions
549
-
Vacation accruals
861
-
Impairment of investments to subsidiaries
429
-
Revaluation of financial assets
31
-
Difference between financial asset book and tax asset book
3
(86)
Tax losses
15,687
-
Tax assets (liabilities) before assessment
17,560
(3,683)
Deferred tax asset not recognised after assessment
(12,955)
-
Net tax assets (liabilities)
4,605
(3,683)
42
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
8. Income tax (continued)
At the reporting date, the Group has unused tax losses of EUR 41,923 thousand (2024: EUR 57,174 thousand) available for offset against future profits. A deferred tax asset has been recognised in respect of EUR 5,530 thousand of such losses at the end of 2025 (2024: EUR 13,286 thousand). No deferred tax asset has been recognised in respect of the remaining EUR 36,393 thousand (2024: EUR 43,888 thousand) as it is not considered probable that there will be future taxable profits available. Losses may be carried forward indefinitely.
The Pillar Two legislation released by the Organisation for Economic Co-operation and Development (OECD) is expected to have no impact on the Group, given the specific jurisdictions in which it operates.
9. Goodwill
Accumulated impairment losses
in EUR thousands
Cost
Carrying amount
At 1 January 2024
39,582
1,224
38,358
Recognised on acquisition of a subsidiary
21,372
-
21,372
At 31 December 2024 and 1 January 2025
60,954
1,224
59,730
At 31 December 2025
60,954
1,224
59,730
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. For the purposes of impairment testing, goodwill has been allocated to the Group's cash generating units (CGUs) as follows:
in EUR thousands
2025
2024
Marketplace
51,010
51,010
Netherlands VCarrier
8,720
8,720
Closing balance
59,730
59,730
Marketplace CGU
Goodwill from United Wardrobe B.V. (acquisition in 2021), Rebelle AB (acquisition in 2022) and Trendsales Aps (acquisition in 2024) was allocated to Marketplace CGU. The recoverable amount of “Marketplace” has been determined based on value-in-use calculations. These calculations use post-tax cash flow projections based on financial budgets and management projections for the upcoming 5 years, a post-tax discount rate of 12.42% per annum based on Weighted Average Cost of Capital (WACC method) and terminal growth rate of 1%. The WACC reflects the Marketplace CGU's after-tax cost of equity and debt, incorporating country risk for its three largest markets and an industry (retail) risk profile. A size premium is estimated using Duff & Phelps and applied to the cost of equity. The terminal growth rate applied is below the European Central Bank's 2% long-term inflation target, reflecting a conservative assumption.
Netherlands VCarrier CGU
Goodwill from Homerr B.V. (acquisition in 2023) was allocated to Netherlands VCarrier (Vinted Go Carrier) CGU. The recoverable amount of Netherlands VCarrier has been determined based on value-in-use calculations. These calculations use post-tax cash flow projections based on financial budgets and management projections for the upcoming 5 years, a post-tax discount rate of 7.58% per annum based on Weighted Average Cost of Capital (WACC method) and terminal growth rate of 1%. The WACC reflects the Netherlands VCarrier CGU's after-tax cost of equity and debt, incorporating country risk of Netherlands and an industry (transportation) risk profile. A size premium is estimated using Duff & Phelps and applied to the cost of equity. The terminal growth rate applied is below the European Central Bank's 2% long-term inflation target, reflecting a conservative assumption.
The key assumptions used by management in setting the financial budgets for the initial five-year period were as follows:
●
Revenue growth in years 2026-2030 is based on a long term budget approved by the Board of Directors (based on customer retention and new customer growth due to marketing spend, as well as investments in new business lines).
●
Operating profits are forecast based on historical experience of operating margins.
43
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
10. Intangible assets
User base and
Capitalised development costs
Other
Total
in EUR thousands
brand assets
Cost
5,687
4,065
34,203
At 1 January 2024
24,451
-
-
12,629
Additions from development
12,629
-
224
224
Reclassification
-
14,899
-
15,944
Acquired on acquisition of a subsidiary
1,045
Disposals
-
-
(7)
(7)
Written-off assets
(7,409)
(1,658)
(61)
(9,128)
At 31 December 2024 and 1 January 2025
30,716
18,928
4,221
53,865
Additions from development
13,952
-
73
14,025
Disposals
-
(635)
-
(635)
Other movements
-
236
(61)
175
Transfers
-
-
482
482
Written-off assets
(6,424)
(4,979)
-
(11,403)
At 31 December 2025
38,244
13,550
4,715
56,509
Accumulated amortisation
At 1 January 2024
12,029
2,513
274
14,816
Charge for year
5,579
3,778
1,017
10,374
Disposals
-
-
(7)
(7)
Written-off assets
(5,155)
(276)
(19)
(5,450)
At 31 December 2024 and 1 January 2025
12,453
6,015
1,265
19,733
Charge for year
6,400
3,078
1,018
10,496
Disposals
-
(635)
-
(635)
Other movements
-
236
(61)
175
Written-off assets
(4,388)
(4,979)
-
(9,367)
At 31 December 2025
14,465
3,715
2,222
20,402
Carrying amount
At 31 December 2024
18,263
12,913
2,956
34,132
At 31 December 2025
23,779
9,835
2,493
36,107
Research and development expenditure not qualifying for capitalisation is expensed as incurred, amounting to EUR 25,653 thousand during 2025 (2024: EUR 19,773 thousand).
User base and brand assets category includes Trendsales Aps user base, which was purchased with acquisition of Trendsales ApS subsidiary (note 25). The carrying amount on 31 December 2025 is EUR 9,773 thousand, remaining amortisation period - 5 years and 2 months.
44
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
11. Property, plant and equipment
Machinery and equipment
Assets under construction
Total property, plant and equipment
in EUR thousands
Fixtures and fittings
Cost
At 1 January 2024
21,170
1,984
12,636
35,790
Acquired on acquisition of a subsidiary
24
-
-
24
4,211
66
33,494
37,771
Additions
(407)
-
-
(407)
Disposals
(1,093)
(114)
-
(1,207)
Written-off assets
32,846
1,918
(34,988)
(224)
Reclassification
-
28
28
-
Effect of changes in foreign exchange rates
11,142
71,775
56,779
3,854
At 31 December 2024 and 1 January 2025
69,986
62,142
7,448
396
Additions
Disposals
(722)
-
-
(722)
Written-off assets
(1,261)
(165)
-
(1,426)
Reclassification
46,616
2,663
(49,279)
-
Other movements
(636)
(199)
-
(835)
Transfers
-
-
(482)
(482)
Effect of changes in foreign exchange rates
(19)
(29)
-
(48)
At 31 December 2025
108,205
6,520
23,523
138,248
Accumulated depreciation
At 1 January 2024
4,959
380
-
5,339
Charge for year
6,429
397
-
6,826
Disposals
(341)
-
-
(341)
Written-off assets
(996)
(98)
-
(1,094)
Reclassification
(446)
446
-
-
At 31 December 2024 and 1 January 2025
9,605
1,125
-
10,730
Charge for year
12,638
755
-
13,393
Disposals
(602)
-
-
(602)
Written-off assets
(1,085)
(161)
-
(1,246)
Other movements
(635)
(199)
-
(834)
Effect of changes in foreign exchange rates
(2)
(6)
-
(8)
At 31 December 2025
19,919
1,514
-
21,433
Carrying amount
At 31 December 2024
47,174
2,729
11,142
61,045
At 31 December 2025
88,286
5,006
23,523
116,815
45
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
12. Leases
The Group leases several assets including premises, IT equipment and other equipment. The average lease term is 5.5 years (2024: 4 years).
Right-of-use assets
Total right-of-use assets
in EUR thousands
Premises
IT equipment
Other
Net book value
At 1 January 2024
22,102
9,155
81
31,338
Additions
9,548
4,391
35
13,974
Modifications
11,748
-
18
11,766
Termination of contracts
(22)
(147)
-
(169)
Depreciation charge for the year
(6,411)
(6,034)
(37)
(12,482)
Effect of changes in foreign exchange rates
112
-
-
112
At 31 December 2024 and 1 January 2025
37,077
7,365
97
44,539
Additions
26,531
-
47
26,578
Modifications
670
1,318
20
2,008
Termination of contracts
(1,505)
(1,350)
(2)
(2,857)
Depreciation charge for the year
(7,653)
(4,625)
(49)
(12,327)
Effect of changes in foreign exchange rates
(104)
-
-
(104)
At 31 December 2025
55,016
2,708
113
57,837
Lease liabilities
in EUR thousands
2025
2024
Amounts due for settlement within 12 months
10,968
10,212
Amounts due for settlement after 12 months
50,732
35,928
Total
61,700
46,140
The statement of profit or loss shows the following amounts relating to leases:
in EUR thousands
2025
2024
Interest expense (included in finance costs)
2,488
1,994
Expense relating to short-term leases
80
496
Expense relating to leases of low-value assets that are not shown above as short-term leases
2
3
Expenses relating to variable lease payments not included in lease liabilities
45
-
Exposure to liquidity risk and its management are described in note 28. The total cash outflow for leases amounts to EUR 13,046 thousand (2024: EUR 13,619 thousand). The principal lease payments amounted to EUR 10,558 thousand (2024: EUR 11,625 thousand). The interest rate contracted varies between 1.57% - 7.55% (2024: 1.57% - 9.05%) per annum.
46
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
13. Investments in financial assets
Classification of financial assets
Financial assets classified as measured at fair value through other comprehensive income comprise:
●
Equity securities which are not held for trading and for which the Group has irrevocably elected at initial recognition to present changes in fair value in other comprehensive income; these are strategic "Vinted Ventures" investments and the Group considers the classification to be more relevant, and
●
Debt securities where the contractual cash flows are solely payments of principal and interest and the objective of the Group's business model is achieved both by collecting contractual cash flows and by selling financial assets.
Financial assets classified as measured at fair value through profit or loss comprise:
●
Debt securities where the objective of the Group's business model is achieved both by collecting contractual cash flows and by selling financial assets but the contractual cash flows do not meet the definition of solely payments of principal and interest.
The bonds are held by the Group within a business model whose objective is to collect contractual cash flows, which consist solely of principal and interest payment, and to sell these financial assets. The Group classifies bonds and investment funds at FVOCI if they meet the classification criteria. The bonds have maturity dates ranging from 1 month to 11 years from the reporting date and return a fixed rate interest.
in EUR thousands
2025
2024
Bonds classified at FVPL
1,019
-
Bonds measured at FVOCI criteria
424,544
240,667
Bonds designated at FVOCI
16,891
9,159
Total
442,454
249,826
Equity instruments at fair value through other comprehensive income
Equity investments at FVOCI comprise the following individual investments:
in EUR thousands
2025
2024
Investment Bern
6,614
4,337
Investment Rennes
10,277
4,822
Total
16,891
9,159
Equity investments are classified as non-current and are presented under the Financial assets line in the consolidated statement of financial position.
Investments in debt instruments
in EUR thousands
2025
2024
Bonds - non-current
122,521
70,925
Bonds - current
302,023
169,742
Bond Investment funds
1,019
-
Total
425,563
240,667
47
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
14. Inventories
in EUR thousands
2025
2024
Sorting and packing materials
823
406
Other inventories
20
200
Total
843
606
See note 3 for further accounting policy information for inventories.
Inventories recognised as an expense during 2025 amounted to EUR 2,940 thousand (2024: EUR 2,674 thousand). There were no write-downs to net realisable value or reversals of such write-downs during 2025 and 2024.
15. Trade and other receivables
in EUR thousands
2025
2024
Trade receivables
11,764
12,666
Other receivables
9,073
1,614
Total
20,837
14,280
Bad debt provision
-
(505)
Total
20,837
13,775
The ageing analysis of trade receivables is as follows:
in EUR thousands
2025
2024
Ageing of trade receivables due at reporting date:
Not overdue
8,759
7,826
Up to 1 month
1,578
3,789
1 to 3 months
949
113
Over 3 months
478
938
Receivables
11,764
12,666
​​The historical level of customer default is low and, as a result, the credit quality of the trade receivable at the end of the period is considered to be high. Please refer to note 28 for more details on the credit quality. Trade receivables are non-interest bearing and are typically settled within 5-60 days.
The Group determines if there is objective evidence of impairment for receivable amounts by considering factors such as the probability of debtor's insolvency or significant financial difficulties, and any defaults or significant delays in payments.
The movement of the bad debt provision for trade receivable is as follows:
in EUR thousands
Bad debt provision
At 1 January 2024
(23)
Addition bad debt provision in the year
(482)
At 31 December 2024
(505)
Reduction of bad debt provision
505
At 31 December 2025
-
16. Other current assets
in EUR thousands
2025
2024
Prepayments and deferred charges
24,615
20,363
Indirect tax receivable
18,065
5,977
Refundable income tax
209
235
Total
42,889
26,575
48
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
17. Cash and cash equivalents
in EUR thousands
2025
2024
Cash at banks
86,077
137,421
Cash at payment services providers
11,928
21,466
Short term deposits
5,816
3,359
Money in transit
4,110
2
Total cash and cash equivalents
107,931
162,248
User funds
6,978
109
Total cash and cash equivalents including restricted cash
114,909
162,357
Cash and cash equivalents at the end of the reporting period as shown in the consolidated cash flow statement can be reconciled to the related items in the consolidated statement of financial position as shown above.
Cash at payment services providers is not restricted and available on the request.
User funds defined as restricted cash held on behalf of customers include Vinted Pay customers funds related to regulated e-money service. Customer funds related to e-money service are held in segregated bank accounts at authorised banking institutions and cannot be used for Vinted operations.
Cash at bank accounts and short-term deposits owned by Vinted Limited, Vinted, UAB, Vinted Go, UAB, Vinted Platform Limited amounting EUR 51,207 thousand on 31 December 2025 are pledged based on the senior facility agreement requirements (EUR 74,791 thousand in 2024) (see note 21 for more information).
18. Share capital and share premium account
Share premium account
in EUR thousands
Share capital
Total
At 1 January 2024
1
355,050
355,051
Option exercise
-
(1,980)
(1,980)
Share premium reduction
-
(50,000)
(50,000)
At 31 December 2024 and 1 January 2025
1
303,070
303,071
Option exercise
-
460
460
At 31 December 2025
1
303,530
303,531
The total number of shares is analysed as follows:
Total number of shares
Ordinary shares
Preferred shares
At 31 December 2024
51,300,540
62,037,635
113,338,175
Cancellation of shares
-
(203,990)
(203,990)
At 31 December 2025
51,300,540
61,833,645
113,134,185
On 23 December 2024 the Group purchased 203,990 preferred shares (F shares). The buy-back was approved by shareholders by an ordinary resolution on 20 December 2024. The shares were acquired at a price of EUR 44.12 per share. The total cost of EUR 9,132 thousand, including EUR 132 thousand transaction costs was deducted from the retained earnings. The purchased shares were cancelled on 24 February 2025.
Ordinary shares
Ordinary shares of par value of $0.00001 are fully paid and carry full voting rights, dividend rights, and capital distribution rights (including on a winding up) after the priority rights of the preferred shares on a capital distribution have been paid up. They do not confer any rights of redemption on the holder.
49
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
18. Share capital and share premium account (continued)
Detailed movement of authorised ordinary shares (issued and not issued) is as follows:
Number of authorised fully paid ordinary shares (issued)
Option pool - Authorised ordinary shares (not issued)
Total number of shares
At 1 January 2024
32,965,886
18,334,654
51,300,540
Option exercise
2,115,859
(2,115,859)
-
At 31 December 2024
35,081,745
16,218,795
51,300,540
Option exercise
198,729
(198,729)
-
At 31 December 2025
35,280,474
16,020,066
51,300,540
Preferred shares
Preferred shares (comprising A1 shares, B shares, C shares, C1 Shares, E shares and F shares of par value of $0.00001 and D shares of par value €0.00001) carry full voting rights, dividend rights, and capital distribution rights (including on a winding up) in priority to the capital distribution rights of the ordinary shares. They do not confer any rights of redemption on the holder. Holders of preferred shares have an option to convert their shares into ordinary shares at any time.
Share premium account
in EUR thousands
2025
2024
Balance at 1 January
303,070
355,050
Premium arising on issue of ordinary shares
460
(1,980)
Share premium reduction
-
(50,000)
Balance at 31 December
303,530
303,070
19. Share-based payments reserve
On 7 January 2014 the Group adopted a Share Option plan (the last amendment was adopted on 1 March 2023). Options vest subject to continued service in accordance with the plan rules with standard option grant vesting over a 4 year period. Option grants have a contractual term of 10 years from the grant date and may be exercised until expiry, being the earlier of 10 years after the grant date or 7 years after termination of employment.
The movement of the Group's share-based payments as at 31 December 2025 and 2024 is analysed as follows:
in EUR thousands
2025
2024
Balance at 1 January
86,234
70,190
Option exercise
(3,082)
(15,108)
Option forfeiture
(2,297)
(869)
Share-based payment
51,180
32,021
Balance at 31 December
132,035
86,234
Details of the share awards outstanding during the year are as follows:
2025
2024
Number of share options
Weighted average exercise price (EUR)
Number of share options
Weighted average exercise price (EUR)
Outstanding at the beginning of the year
10,912,336
1.54
12,017,447
1.4
Granted during the year
2,933,949
16.43
1,144,220
0.05
Forfeited during the year
(1,774)
0.05
(132,323)
0.05
Cancelled during the year
(234,204)
0.05
(1,149)
0.05
Exercised during the year
(198,729)
0.05
(2,115,859)
0.05
Outstanding at the end of the year
13,411,578
4.85
10,912,336
1.54
Exercisable
9,308,008
2.88
8,342,899
1.99
50
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
19. Share-based payments reserve (continued)
The weighted average exercise price during the period was EUR 16.43. The options outstanding at 31 December 2025 had a weighted average exercise price of EUR 4.85 (2024: EUR 1.54), and a weighted average remaining contractual life of 6 years (2024: 6 years). In 2025, options were granted each financial month. The aggregate of the estimated fair values of the options granted in the period is 139,494 thousand (2024: EUR 36,900 thousand). The contractual expiry dates of options granted in the period range from 10 February 2032 to 18 December 2035.
In 2024, all option grants were issued with an exercise price of EUR 0.05. The fair value of these options was closely aligned with the fair value of the underlying shares at the grant date. Therefore, the fair value of the Vinted Limited shares at the grant date is considered a reliable estimate for determining the options' fair value in 2024.
The fair value of share options granted in 2025 was estimated using the Black‑Scholes option pricing model. The key inputs used in the 2025 option valuation were as follows:
Weighted average share price
EUR 47.54
Weighted average exercise price
EUR 16.43
Volatility
50%
Dividend yield
0%
Time to Maturity
10 years
Risk-free rate
4.35%
The assessment of the fair value of the Company's shares requires estimation. Any primary or secondary share acquisition transaction that involves an independent third-party investor is generally regarded as the most reliable data point for determining the Company's share price. In the absence of such transactions, and when there are indications of potential significant changes in the share price, an alternative valuation is performed. The fair value of the Company's shares is then calculated using the discounted cash flow method, involving estimates as forecasted future cashflows, weighted average cost of capital and terminal growth rate. The share price during the period was between EUR 44.12 and EUR 70.65. Expected volatility was estimated using the historical share‑price volatility of a group of comparable listed companies, as the Company is private and has insufficient own share‑price history.
The Group recognised total expenses of EUR 48,885 thousand and EUR 30,970 thousand related to equity-settled share-based payment transactions in 2025 and 2024 respectively.
20. Other reserves
Foreign exchange translation reserve
Fair value reserve
Deferred tax reserve
Total other reserves
in EUR thousands
Legal reserve
Other reserves
At 1 January 2024
200
(1,110)
-
-
870
(40)
Transferred to legal reserve
56
-
-
-
-
56
Revaluation - gross
-
2,494
-
-
-
2,494
Other currency translation differences
-
-
-
-
890
890
Deferred tax
-
-
(126)
-
-
(126)
At 31 December 2024
256
1,384
(126)
-
1,760
3,274
Transferred to legal reserve
273
-
-
-
-
273
Revaluation - gross
-
2,997
-
-
-
2,997
Other currency translation differences
-
-
-
-
1,093
1,093
Deferred tax
-
-
(207)
-
-
(207)
Other movements
-
-
-
(113)
-
(113)
At 31 December 2025
529
4,381
(333)
(113)
2,853
7,317
51
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
21. Borrowings
The Group signed a senior facility agreement for EUR 50,000 thousand with BNP Paribas and ING BANK N.V. on 14 December 2023. Facility's termination date - 14 December 2026. No debt was withdrawn on 31 December 2024 or 31 December 2025.
Revolving credit facility is secured by:
●
debenture and share charge over the shares in Vinted, UAB and bank accounts pledges provided by Vinted Limited;
●
share charge over the shares in Vinted Platform Limited and Vinted Go, UAB and bank accounts pledges provided by Vinted, UAB;
debenture provided by Vinted Platform Limited;
●
●
bank account pledges provided by Vinted Go, UAB.
Bank accounts pledges amount EUR 51,207 thousand on 31 December 2025 (EUR 74,791 thousand in 2024). The revolving credit facility is subject to financial covenants which are tested quarterly. The covenant measures the Group's net equity, minimum liquidity and leverage ratio. The Group has complied with covenants on 31 December 2024 and 31 December 2025.
22. Trade and other payables
2024
in EUR thousands
2025
(restated)*
Vendor payables
39,151
33,318
Other payables
-
75
Vendor accruals
167,496
119,137
Total
206,647
152,530
Vendor payables balances are non-interest bearing and are settled within 7-60 days from the date of the invoice. The Group has implemented financial risk management policies to ensure that all payables are paid within the pre-agreed credit terms. Exposure to liquidity risk and its management are described in note 28.
*The prior year comparative information has been reclassified between vendor payables and vendor accruals (EUR 118,423 thousand) following a reassessment of whether the related amounts met the definition of trade payables. This restatement relates only to note disclosure presentation and did not affect the statement of financial position, profit or loss, cash flows, or total equity.
23. Provisions
Legal claims provision
in EUR thousands
Voucher provisions
Total
At 1 January 2024
14
5,235
5,249
Additional provision in the year
165
-
165
Utilisation of provision
(162)
-
(162)
Reversals of unused provisions
-
(1,874)
(1,874)
Effect of changes in foreign exchange rates
-
16
16
At 31 December 2024
17
3,377
3,394
Additional provision in the year
285
2,800
3,085
Utilisation of provision
(250)
-
(250)
Effect of changes in foreign exchange rates
-
13
13
At 31 December 2025
52
6,190
6,242
52
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
23. Provisions (continued)
Provisions include product and legal related amounts. The voucher provisions are discounts granted to the customers, but not yet applied. The related amounts are management's best estimate of the likely future cash outflows. Legal provision is related to the cases identified below, the amounts and timing of these liabilities are uncertain.
In June 2021, the Polish Office of competition and consumer protection (UOKiK) initiated an investigation against Vinted, UAB based on alleged misleading commercial practices. On 9 May 2022, UOKiK issued a decision unfavorable to Vinted (EUR 1,143 thousand fine). Vinted, UAB has appealed the decision. The decision was partially invalidated by the court and part of the fine was cancelled (approx. EUR 850 thousand). In April 2024, the Court of appeal confirmed the first-instance decision. The decision has been appealed before the Supreme Court and proceedings are still ongoing. The Company had EUR 1,004 thousand legal provision accounted in relation to this case.
In May 2021, the French consumer protection association UFC Que Choisir initiated class action proceedings against Vinted, UAB in France. The action is based on alleged misleading commercial practices and breach of pre-contractual information obligations. The proceedings are currently ongoing before the Paris Civil Court. As of March 2026, management believes that the case has another 1 year before being heard by court. The Company has recognised EUR 2,800 thousand legal provision accounted in relation to this case.
In November 2021, the Lithuanian Data Protection Authority, in cooperation with French and Polish data protection authorities, launched an investigation on Vinted's privacy compliance when dealing with users' personal data. The focus is on the blocking practices, handling of data subject rights, data minimization and retention periods of the Vinted users' personal data and relationship with Vinted's payment service providers. The maximum potential fine for an EU General Data Protection Regulation (GDPR) violation, if any, can be up to 4% of global revenue, however, there is no reason to assume that the maximum fine would be chosen. The proceedings are still ongoing, and it is not possible to reliably estimate the certain financial effect of this investigation as the aforementioned areas of data protection compliance being investigated are relatively expansive and investigation into a specific area does not by default imply a violation or potential violation. Such an investigation is aimed to require Vinted to prove that its certain practices comply with the principles related to the processing of personal data and are based on the provisions of the legal acts governing the processing of personal data (principle of accountability). The financial calculation is further complicated by the lack of clear case law on issuing penalties in similar situations and the fact that any potential violation would not be straightforward, stemming from differing interpretations of the law between Vinted and the authorities. In February 2024, the Lithuanian Data Protection Authority issued several decisions in individual cases related to Vinted's practices in relation to blocking and handling of data subject rights requests, identifying alleged violations of the GDPR. In a number of these cases, the authority indicated the start of a procedure for issuing an administrative fine. The size of the fine is yet to be defined and is subject to the ongoing proceedings. Given that these are ongoing claims, the Group does not provide further disclosures on the above. In July 2024, the fine amount was received (EUR 2,385 thousand) and the provision was reduced accordingly. Appeal before the LT administrative court sent on August 3rd. The appeal court decided to refer the case to the ECJ. Vinted submitted its observations on 3 March 2026. ECJ ruling is not expected in 2026.
24. Other current liabilities
in EUR thousands
2025
2024
Indirect tax payables
165,914
101,968
Employee related payables
22,342
18,652
Other current liabilities
1,902
2,218
Total
190,158
122,838
25. Acquisition of subsidiaries
No acquisitions were made in 2025.
53
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
25. Acquisition of subsidiaries (continued)
Acquisition in 2024
On 1 March 2024, Vinted, UAB signed an agreement to acquire a 100% stake in Trendsales ApS, an entity running Denmark's largest second-hand marketplace for fashion and lifestyle items. The main reason for the business combination was to strengthen Vinted's position in Denmark. Trendsales ApS platform was gradually integrated, as members were invited to join Vinted international platform with wider access to second-hand products.
The following table summarises the acquisition date fair value of each major class of consideration transferred:
in EUR thousands
Trendsales Aps
Acquisition date
01 March 2024
29 February 2024
Convenience date
Denmark
Country
100.00%
Voting rights/ownership interest at acquisition date
Consideration transferred:
Trendsales Aps
in EUR thousands
33,840
Cash
-
Contingent consideration
33,840
Total consideration transferred
Trendsales Aps
in EUR thousands
Cash consideration
33,840
(204)
Less: cash and cash equivalent balances acquired
Net cash outflow arising on acquisition
33,636
Identifiable assets acquired and liabilities assumed:
in EUR thousands
Trendsales Aps
Intangible asset
15,944
24
Property, plant and equipment
Deferred income tax assets
1,058
Trade and other receivables
2,348
Cash and cash equivalents
204
Trade and other payables
(3,210)
Borrowings
(621)
Deferred income tax liability
(3,278)
Total identifiable net assets acquired
12,469
Goodwill
21,372
Total consideration
33,841
The goodwill amounting to EUR 21,372 thousand, arising from the acquisition, is attributable to synergies between the acquired user base in Denmark, which was successfully migrated to the Vinted platform, and the existing Vinted network. None of the goodwill is expected to be deductible for income tax purposes.
Trendsales ApS contributed EUR 4,191 thousand revenue and EUR (4,446) thousand to the Group's operating profit for the period between the date of acquisition and the end of 2024.
If the acquisition of Trendsales ApS had been completed on the first day of the financial year, Group revenues for the year would have been EUR 815,016 thousand and Group operating profit would have been EUR 87,326 thousand.
54
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
25. Acquisition of subsidiaries (continued)
Acquisition-related costs
In 2024 The Group incurred acquisition-related costs of EUR 443 thousand on legal fees and due diligence costs. These costs have been included in “other expenses”.
Payments for prior years acquisitions
in EUR thousands
2025
2024
Homerr B.V. (acquired in 2023) related
-
7,035
Total
-
7,035
26. Notes to the cash flow statement
The Group reports cash flows using the indirect method. For the purpose of the Group's financial statements, dividends paid are reported as cash flows of financing activities, whereas dividends received are reported as cash flows of investing activities. For the purpose of the Group's financial statements, interest paid is reported as cash flows of financing activities, whereas interest received is reported as cash flows of investing activities.
Changes in liabilities arising from financing activities
The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated cash flow statement as cash flows from financing activities.
Non-cash changes
Lease interest expense
Realised borrowing costs
Proceeds from borrowings
31 December 2025
1 January 2025
Financing cash flows
Paid lease interest
New lease and modifications
Terminated agreements
in EUR thousands
2,488
-
61,700
Lease liabilities
46,140
-
(10,558)
(2,488)
28,400
(2,282)
-
309
(293)
Future period borrowing costs
(602)
-
-
-
-
-
Other long-term liabilities
-
1,573
(290)
(60)
-
(462)
60
-
821
Total liabilities from financing activities
45,538
1,573
(10,848)
(2,548)
28,400
(2,744)
2,548
309
62,228
Non-cash change
Paid future period borrowing costs
Realised borrowing costs
Financing cash flows
1 January 2024
Paid lease interest
New lease and modifications
Terminated agreements
Lease interest expense
31 December 2024
in EUR thousands
Lease liabilities
32,498
(11,625)
(1,994)
-
25,471
(204)
1,994
-
46,140
Future period borrowing costs
(898)
-
-
(174)
-
-
470
(602)
-
Total liabilities from financing activities
31,600
(11,625)
(1,994)
(174)
25,471
(204)
1,994
470
45,538
27. Classification and measurement of financial instruments
The Group's financial instruments comprise cash and cash equivalents, investments in financial assets at FVOCI, investments in financial assets at FVPL, derivative financial instruments, and items such as trade and other payables (note 22) and trade and other receivables (note 15), which arise directly from its operations. The main purpose of these financial instruments is to provide financing for the Group's operations.
55
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
27. Classification and measurement of financial instruments (continued)
As at 31 December 2025
(Level 3)
(Level 1)
(Level 1)
(Level 2)
(Level 3)
Amortised cost
FVOCI - designated
FVPL
Total
in EUR thousands
FVOCI
FVPL
FVPL
Financial assets
-
20,837
-
-
-
20,837
-
Trade and other receivables
-
114,909
-
-
-
114,909
-
Cash and cash equivalents
-
442,454
424,544
1,019
-
-
16,891
Financial assets
-
-
-
-
3,973
3,973
-
Derivative financial instruments
Financial liabilities
-
-
206,647
-
-
206,647
-
Trade and other payables
-
-
61,700
-
-
61,700
-
Lease liabilities
-
192
-
-
-
-
192
Derivative financial instruments
As at 31 December 2024
(Level 1)
(Level 2)
(Level 3)
(Level 3)
FVOCI - designated
in EUR thousands
FVOCI
FVPL
Amortised cost
FVPL
Total
Financial assets
Trade and other receivables
-
-
14,280
-
-
14,280
Cash and cash equivalents
-
-
162,357
-
-
162,357
Financial assets
240,667
-
9,159
3,865
253,691
-
Financial liabilities
Trade and other payables
-
-
152,455
-
-
152,455
Lease liabilities
-
-
46,140
-
-
46,140
Derivative financial instruments
-
60
-
-
-
60
Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.
Valuation techniques of financial instruments categorised in Level 2
Foreign currency forward contracts. The Group's foreign currency forward contracts are not traded in active markets. These contracts have been fair valued using observable forward exchange rates and interest rates corresponding to the maturity of the contract. The effects of non-observable inputs are not significant for foreign currency forward contracts.
Valuation techniques of financial instruments categorised in Level 3
For certain equity securities the Group has irrevocably elected at initial recognition to present changes in fair value in other comprehensive income (see note 13 for further details). The fair value of such equity securities were determined based on recent sale prices witnessed in transactions between independent market participants.
The Group has invested into derivative securities related to the same strategic investment companies as described in the paragraph above. Since the fair value of these derivative securities depends on the fair value of the underlying companies, it was also determined based on recent sale prices witnessed in transactions between independent market participants.
56
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
27. Classification and measurement of financial instruments (continued)
Level 3 reconciliation
in EUR thousands
Unlisted equity securities
Derivatives
Total
1 January 2024
-
-
-
Acquisitions
4,822
4,302
9,124
Exercise of share warrants
3,057
(3,054)
3
Other adjustments
-
68
68
Gains recognised in profit and loss
-
2,549
2,549
Gains recognised in other comprehensive income
1,280
-
1,280
31 December 2024
9,159
3,865
13,024
Acquisitions
4,567
-
4,567
Exercise of share warrants
1,547
(1,545)
2
Other adjustments
-
45
45
Gains recognised in profit and loss
-
1,608
1,608
Gains recognised in other comprehensive income
1,618
-
1,618
31 December 2025
16,891
3,973
20,864
28. Financial risk management
The Group is exposed to a variety of financial risks including credit, liquidity, foreign currency exchange rate, interest rate and capital management risk. It is the objective of the Group to minimise these risks where possible by maintaining and operating a robust control environment. The Directors have delegated the responsibility of monitoring financial risk management to the Audit Committee of the Board.
Credit risk
The carrying amount of financial assets represents the Group's maximum exposure to credit risk. As at 31 December 2025 and 31 December 2024 past due items were not significant (see note 13).
The Group's investments in debt instruments are low credit risk as 96.63% of the portfolio have BBB+ and higher ratings. The credit ratings of the investments are monitored for credit deterioration.
The credit risk on liquid funds is limited as the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Group minimises credit risk of payment service providers by actively managing funds and maintaining acceptable cash balances payment service provider accounts. 90% of total cash and cash equivalents at the end of reporting period were held at A- and higher credit rating banks and payment services providers.
The Groups does not have material accounts receivables from platform members.
Exposure to liquidity risk
As regards to liquidity, the Group's policy throughout the period has been to ensure continuity of funding. The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows and include contractual interest payment.
As at 31 December 2025
Less than
1-3
3 months
in EUR thousands
1-3 years
3-5 years
5+ years
Total
1 month
months
to 1 year
Trade and other payable
206,647
-
-
-
-
-
206,647
Lease liabilities
967
2,218
9,724
21,022
15,876
21,353
71,160
Derivative financial instruments
92
100
-
-
-
-
192
Contingent liability - financial guarantees
26,064
-
-
-
-
-
26,064
57
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
28. Financial risk management (continued)
Exposure to liquidity risk (continued)
As at 31 December 2024
Less than
1-3
3 months
1-3
3-5 years
5+ years
Total
in EUR thousands
1 month
months
to 1 year
years
152,455
-
-
-
-
-
152,455
Trade and other payable
1,168
2,337
8,920
15,920
11,777
15,034
55,156
Lease liabilities
Contingent liability - financial guarantees
26,069
-
-
-
-
-
26,069
The Group has access to a financing facility of EUR 50,000 thousand as described in note 21, of which EUR 50,000 thousand were unused at the reporting date (as well as in 2024).
Based on financing facility covenants, the Group has to maintain a minimum liquidity equal to 80% of the facility which is EUR 40,000 thousand. Liquidity is defined as cash and cash equivalents, short-term investments in financial instruments with credit rating BBB+ or above and available commitment from financing facility. Group minimum liquidity as defined by financing facility amounted EUR 465,301 thousand as of 31 December 2025 and was well above the minimum requirement.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk as it earns revenue and pays expenses in local currencies. The Group's most material currency exposure is to the Polish Zloty, Great Britain Pound and Euro. Exchange rate exposures are managed within approved policy parameters utilising spot foreign exchange contracts and currency forwards.
The following tables detail the Group's sensitivity to a 10% increase and decrease in currency units against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally and represents management's assessment of the reasonably possible change in foreign exchange rates in 2025 and 2024. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates.
Foreign currency risk
in EUR thousands
10%
-10%
Other effects on equity
Effect on profit or loss
Other effects on equity
Effect on profit or loss
As at 31 December 2025, EUR
Financial asset items
-
(1,001)
-
PLN
1,001
GBP
775
-
(775)
-
EUR
363
-
(363)
-
SEK
353
-
(353)
-
USD
326
-
(326)
-
CZK
304
-
(304)
-
HUF
197
-
(197)
-
RON
157
-
(157)
-
DKK
66
-
(66)
-
CAD
2
-
(2)
-
Effect on financial assets before tax
3,544
-
(3,544)
-
Financial liability items
GBP
(1,423)
-
1,423
-
SEK
(433)
-
433
-
USD
(241)
-
241
-
RON
(108)
-
108
-
CZK
(89)
-
89
-
PLN
(24)
-
24
-
HUF
(22)
-
22
-
DKK
(11)
-
11
-
Effect on financial liabilities before tax
(2,351)
-
2,351
-
Net effect
1,193
-
(1,193)
-
58
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
28. Financial risk management (continued)
Foreign exchange risk (continued)
Foreign currency risk
in EUR thousands
10%
-10%
Effect on profit or loss
Other effects on equity
Effect on profit or loss
Other effects on equity
As at 31 December 2024, EUR
Financial asset items
PLN
775
-
(775)
-
GBP
2,080
-
(2,080)
-
EUR
2,466
-
(2,466)
-
SEK
120
-
(120)
-
USD
538
-
(538)
-
CZK
200
-
(200)
-
HUF
214
-
(214)
-
RON
121
-
(121)
-
DKK
163
-
(163)
-
CAD
1
-
(1)
-
Effect on financial assets before tax
6,678
-
(6,678)
-
Financial liability items
GBP
(828)
-
828
-
PLN
(139)
-
139
-
SEK
(44)
-
44
-
CZK
(41)
-
41
-
USD
(38)
-
38
-
RON
(12)
-
12
-
HUF
(6)
-
6
-
DKK
(3)
-
3
-
Effect on financial liabilities before tax
(1,111)
-
1,111
-
Net effect
5,567
-
(5,567)
-
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year.
Interest rate risk
The Group's exposure to interest rate risk from financial liabilities is limited because entities in the Group have only borrowings and lease liabilities which are linked to fixed interest rates, with an exception of revolving credit facility, which was not yet used in 2025 (and 2024). However, Interest rate risk arises from Groups financial assets due to investments into fixed income instruments, whose market value is sensitive to interest rate fluctuations.
The primary objective of the Group's investment activities is to preserve principal while at the same time improving yields without significantly increasing risk. To achieve this objective, Group maintains cash equivalents and current and non-current investments in a variety of asset types, including bank deposits, government and corporate bonds. For the fixed income instruments Group monitors that the total average duration would not exceed 3 years.
The following table details the Group's investment portfolio sensitivity to a 1% increase and decrease in interest rate. The Group considers 1% change in interest rates as probable and reasonable for sensitivity analysis.
As at 31 December 2025, in EUR thousand
Interest rate risk
-1%
Change in interest rate
1%
Effect on bond portfolio market value
(6,130)
6,130
Net effect
(6,130)
6,130
As at 31 December 2024, in EUR thousand
Interest rate risk
Change in interest rate
1%
-1%
Effect on bond portfolio market value
(3,834)
3,834
Net effect
(3,834)
3,834
59
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
28. Financial risk management (continued)
Capital risk
The Group's objectives when managing capital are to safeguard Group's ability to continue as a going concern to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the group consists of net debt and equity of the Group.
Debt is defined by the Group as current and non-current borrowings, non-contingent consideration and lease liabilities (excluding derivatives, contingent consideration and financial guarantee contracts). Net debt is defined as debt after deducting cash and cash equivalents and investments into financial instruments.
Equity includes capital, reserves and retained earnings.
Based on financing facility covenants (see note 21), the Group has to maintain minimum equity of EUR 125,000 thousand. With equity amounting EUR 451,672 thousand, the Group is well above minimum equity requirements as of 31 December 2025. Given the projected profits, the risk of not meeting this covenant is very low.
As the Group's cash, cash equivalents and investments in financial instruments exceed its debt obligations, the Group monitors capital on the basis of the debt (rather than net debt) to equity ratio.
in EUR thousands
2025
2024
Debt
62,521
46,139
Total equity
451,672
335,839
Net debt to equity ratio
13.84%
13.74%
29. Related party transactions
All transactions between the Company and its subsidiaries, which are related parties, have been eliminated in the consolidated financial statements and are not disclosed in this note. In the fiscal years of 2025 and 2024, there were no transactions involving any other related parties.
Compensation of key management personnel of the Group is disclosed in note 5.
30. Contingent Liability
Legal cases
In November 2021, the German consumer protection association (VZBV) initiated legal proceedings against the Vinted UAB, alleging that the Buyer Protection (BP) fee should be an optional service requiring proactive user consent. While the court of first instance rejected the claim in August 2022, the Berlin Court of Appeal overturned this decision on 5 December 2025, ruling that the BP should be an opt-in service. On 5 January 2026, Vinted UAB filed a short brief to the German Federal Supreme Court asking to be authorised to appeal. Substantiated appeal to be filed in Q2 2026. At this stage, Vinted UAB has not recognised legal provision in relation to this case.
Guarantees
In 2025, the Group issued guarantees worth EUR 26,064 thousand (in 2024 EUR 26,069 thousand) to suppliers and partners on behalf of subsidiaries.
Vinted Limited has guaranteed the liabilities of:
Vinted Go Limited (company number 14870412), a subsidiary incorporated in 2023 for the year ended 31 December 2025;
●
●
Vinted (UK) Limited (company number 14685110), a subsidiary incorporated in 2023 for the year ended 31 December 2025;
●
Vinted Platform Limited (company number 15015234), a subsidiary incorporated in 2023 for the year ended 31 December 2025;
●
Vinted Pay Limited (company number 16265098), a subsidiary incorporated in 2025 for the year ended 31 December 2025.
60
VINTED LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
30. Contingent Liability (continued)
Vinted Go Limited, Vinted (UK) Limited, Vinted Platform Limited, Vinted Pay Limited have claimed exemption for audit of separate financial statements under section 479A of the Companies Act 2006.
31. Other matters
The Directors have agreed with the Group's auditors that the auditor's liability to damages for breach of duty in relation to the audit of the Group's financial statements for the year to 31 December 2025 should be limited to the greater of GBP 5 million or 5 times the auditor's fees, and that in any event the auditor's liability for damages should be limited to that part of any loss suffered by the group as is just and equitable having regard to the extent to which the auditor, the group and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 3 September 2025.
32. Events after the year end
Since the balance sheet date, there have been no significant events impacting the Group.
61
VINTED LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
in EUR thousands
Note
2025
2024
NON-CURRENT ASSETS
Investment in subsidiaries
34
412,330
364,265
Investments in financial assets
35
77,498
61,809
TOTAL NON-CURRENT ASSETS
489,828
426,074
CURRENT ASSETS
Trade and other receivables
104
70
Other current assets
36
357
864
Financial assets
35
4,690
18,248
Cash and cash equivalents
306
423
TOTAL CURRENT ASSETS
5,457
19,605
TOTAL ASSETS
495,285
445,679
EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT
Share capital
18
1
1
Share premium account
18
303,530
303,070
Share-based payment reserve
19
132,035
86,234
Fair value reserve
(108)
(944)
Retained earnings/(accumulated losses)
59,515
56,912
TOTAL EQUITY
494,973
445,273
CURRENT LIABILITIES
Other current liabilities
46
-
0
Trade and other payables
266
406
TOTAL CURRENT LIABILITIES
312
406
TOTAL EQUITY AND LIABILITIES
495,285
445,679
The loss for the financial year dealt with in the financial statements of the Company is EUR 479 thousand (2024: loss EUR 6,660 thousand).
The accompanying notes on pages 64 to 68 are an integral part of these financial statements.
The financial statements on pages 62 to 68 of Vinted Limited (Company number: 07874344) were signed on behalf of the Board:
Thomas Lodewijk Plantenga
CEO
31 March 2026
62
VINTED LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share-based payment reserve
in EUR thousands
Note
Share capital
Share premium
Fair value reserve
Retained earnings
Total equity
Balance at 1 January 2024
1
355,050
70,190
(2,090)
5,511
428,662
Loss for the year
-
-
-
-
(6,660)
(6,660)
Other comprehensive income for the year
-
-
-
1,146
-
1,146
Total comprehensive expenses
-
0
-
0
-
0
1,146
(6,660)
(5,514)
Option exercise
18, 19
-
0
(1,980)
(15,108)
-
0
17,193
105
Option forfeiture
19
-
0
-
0
(869)
-
0
-
0
(869)
Share-based payments
19
-
0
-
0
32,021
-
0
-
0
32,021
Transfer of share premium to retained earnings
-
(50,000)
-
-
50,000
-
Buy-back of shares
-
-
-
-
(9,132)
(9,132)
Balance at 31 December 2024
1
303,070
86,234
(944)
56,912
445,273
Loss for the year
-
-
-
-
(479)
(479)
Other comprehensive income for the year
-
-
-
836
-
836
Total comprehensive income
-
0
-
0
-
0
836
(479)
357
Option exercise
18, 19
-
0
460
(3,082)
-
0
3,082
460
Option forfeiture
19
-
0
-
0
(2,297)
-
0
-
0
(2,297)
Share-based payments
19
-
0
-
0
51,180
-
0
-
0
51,180
Balance at 31 December 2025
1
303,530
132,035
(108)
59,515
494,973
The accompanying notes on pages 64 to 68 are an integral part of these financial statements.
63
VINTED LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2025
33. Basis of preparation
General information
The separate financial statements of the Company are presented as required by the Companies Act 2006.
Vinted Limited (the Company) is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown on page 29. The Company's principal activity is to act as an investment holding company.
During 2025 and 2024 the Company had no employees.
Basis of accounting
The company financial statements of Vinted Limited have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework' (FRS 101). The financial statements have been prepared under the historical cost convention, as modified by financial assets measured at fair value through profit or loss, and in accordance with the Companies Act 2006.
The following exemptions from the requirements of International Financial Reporting Standards ("IFRS") have been applied in the preparation of these financial statements, in accordance with FRS 101:
●
Paragraph 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment' (details of the number and weighted average exercise prices of share options, and how the fair value of goods or services received was determined).true
●
IFRS 7, ‘Financial instruments: Disclosures'.true
●
The following paragraphs of International Accounting Standards ("IAS") 1, ‘Presentation of financial statements':
○
10(d) (statement of cash flows);true
○
16 (statement of compliance with all IFRS);
○
38A (requirement for minimum of two primary statements, including cash flow statements);true
○
38B-D (additional comparative information);true
○
111 (cash flow statement information); and
○
134-136 (capital management disclosures).true
●
IAS 7, ‘Statement of cash flows'.
●
Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective).true
●
Paragraph 17 of IAS 24, ‘Related party disclosures' (key management compensation).true
●
The requirements in IAS 24, ‘Related party disclosures', to disclose related party transactions entered into between two or more members of a group.true
●
Paragraph 18A of IAS 24, ‘Related party disclosures', related to key management services provided by a separate management entity.true
As permitted by section 408(3) of the Companies Act 2006, the income statement of the Company is not presented in this Annual Report. Adoption of new and revised standards did not have a material impact on the Company's financial results.
64
VINTED LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2025
33. Basis of preparation (continued)
Going concern
Vinted Limited operates as a holding company and maintains a substantial cash position derived from fund raisings. Given its role, the company primarily incurs costs related to legal and professional services, which are partly offset by intercompany revenue for trademark licensing. Considering that the possible losses are very minimal in relation to its cash reserves, Vinted Limited remains well-positioned to meet its obligations and continue operations for a period of at least 12 months from the date the financial statements are authorised for issue. The Directors consider that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements. The Directors have assessed the Group's ability to continue as a going concern for the next 12 months after the date of signing of the financial statements.
Key sources of estimation
The key assumptions and estimates concerning the future and other key sources of estimation uncertainty are as follows:
●
At the end of each reporting period, the Company reviews the carrying amounts of its investments in subsidiaries to determine whether there is any indication that those investments may be impaired. Refer to note 34 for further details.
●
Share-based payment fair value is determined at grant date and accumulated over the option vesting period. Given the symbolic exercise price of the standard options, which averages EUR 0.05 for options granted in 2024 and 2025, the fair value of these options closely aligns with the fair value of the underlying shares at the grant date. The assessment of the fair value of the Company's shares requires estimation. Refer to note 19 for further details.
●
Some of the Group's financial assets are measured at fair value. In estimating the fair value of an asset, the Company uses market-observable data to the extent it is available. Refer to note 13 for further details.
Adoption of new and revised Standards
Information on adoption of new and revised Standards is set out in note 2 to the consolidated financial statements and is applicable to the Company financial statements.
Material accounting policy information
The material accounting information is set out in note 3 to the consolidated financial statements and is supplemented with Company specific information below. The accounting policies have been applied consistently, other than where new policies have been adopted.
Investments in subsidiaries are stated at cost less impairment.
34. Investments in subsidiaries
in EUR thousands
2025
2024
Net book value at the beginning of the year
364,265
333,778
Additions through share-based payments
48,574
31,151
Disposals*
(136)
-
Impairments
(373)
(664)
Net book value at the end of the year
412,330
364,265
Details of the Company's subsidiaries at 31 December 2025 are disclosed in note 1. During 2025 and 2024, there were no additional investments to directly controlled subsidiaries.
*On 26 June 2025 Vinted Limited subsidiary Vinted s.r.o. was liquidated.
The senior financing facility is secured by share charge over the shares in Vinted, UAB amounting EUR 224,975 thousand at 31 December 2025 (2024: EUR 224,975 thousand). Additional information is disclosed in note 21.
65
VINTED LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2025
34. Investments in subsidiaries (continued)
in EUR thousands
2025
2024
Cumulative amount of impairment at the beginning of the year
(8,345)
(7,680)
Vinted Inc.
-
(282)
Vinted Sp. z o.o.
(322)
(383)
Vinted Canada Limited
(51)
-
Cumulative amount of impairment at the end of the year
(8,718)
(8,345)
Based on the plans not to allocate investments to the Canada market, investment into Vinted Canada Limited shares was impaired in 2025 to the subsidiary's equity value as at 31 October 2025.
Due to previous years losses and slow growth, investment into Vinted Sp. z o.o. was impaired in 2025 to its equity value as at 31 October 2025. In 2024 investment into Vinted Sp. z o.o. was impaired to its valuation, the company's valuation was calculated using cash flow projections for the upcoming 5 years with a 6% discount rate.
In 2024 based on the plans at the time to not allocate material investments to the US market, investment into Vinted Inc. shares was impaired to the subsidiary's equity value as at 30 November 2024.
35. Financial assets
Financial assets comprise of debt securities where the objective of the Company's business model is achieved both by collecting contractual cash flows and by selling financial assets. These investments are classified as measured at fair value through other comprehensive income or as measured at fair value through profit or loss depending on whether the respective contractual cash flows meet the definition of solely payments of principal and interest.
in EUR thousands
2025
2024
Bonds - non-current
77,498
61,809
Bonds - current
3,671
18,248
Bond Investment funds
1,019
-
0
Total
82,188
80,057
The bonds have maturity dates ranging from 1 month to 11 years from the reporting date and return a fixed rate interest.
The classification of bonds are as follows:
in EUR thousands
2025
2024
Bonds classified at FVPL
1,019
-
0
Bonds measured at FVOCI criteria
81,169
80,057
Total
82,188
80,057
36. Other current assets
in EUR thousands
2025
2024
Prepayments and deferred charges
30
33
Indirect tax receivable
33
228
Prepaid borrowing costs
294
603
Total
357
864
66
VINTED LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2025
37. Related party transactions
The Company's related parties are all subsidiaries listed in note 1, key management personnel and entities controlled by key management personnel.
The Company performed related party transactions only with subsidiaries that are wholly owned by the Company. Therefore, it has taken the advantage of the respective disclosure exemptions as permitted by FRS 101.
In 2025 and 2024 the Company had no transactions with key management personnel except compensation related to share-based payments (refer to note 5).
38. Income tax
in EUR thousands
2025
2024
Adjustments for current tax of prior periods
-
0
-
0
Deferred income tax-relating to origination and reversal temporary differences
-
0
-
0
Total charge for income tax
-
-
The charge for the year can be reconciled to the profit before income tax as follows:
in EUR thousands
2025
2024
Loss before income tax on continuing operations
(477)
(6,658)
Tax at the UK corporation tax rate at 25%
(119)
(1,665)
Effect of changes in income tax rates
-
0
-
0
Unrecognised deferred income tax assets
(1,382)
1,498
Income tax effect on non-tax deductible expenses and non-taxable income
1,501
167
Total income tax expense (benefit)
-
0
-
0
The following are the major deferred income tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.
Credit/(charge) to profit or loss
(Charge)/credit to other comprehensive income
in EUR thousands
1 January 2025
31 December 2025
Impairment of investments to subsidiaries
429
93
-
522
Revaluation of financial assets
236
-
(209)
27
Tax losses
3,826
(1,475)
-
2,351
Income tax assets before assessment
4,491
(1,382)
(209)
2,900
Deferred income tax asset not recognised after assessment
(4,491)
1,382
209
(2,900)
Net income tax assets
-
0
-
0
-
0
-
0
Credit/(charge) to profit or loss
(Charge)/credit to other comprehensive income
in EUR thousands
1 January 2024
31 December 2024
Impairment of investments to subsidiaries
263
166
-
429
Revaluation of financial assets
522
-
(286)
236
Tax losses
2,495
1,331
-
3,826
Income tax assets before assessment
3,280
1,497
(286)
4,491
Deferred income tax asset not recognised after assessment
(3,280)
(1,497)
286
(4,491)
Net income tax assets
-
0
-
0
-
0
-
0
At the reporting date, the Company has unused income tax losses of EUR 9,405 thousand (2024: EUR 15,307 thousand) available for offset against future profits. No deferred tax asset has been recognised from these tax losses as it is not considered probable that there will be future taxable profits available. Losses may be carried forward indefinitely.
Pillar Two legislation is considered to have no impact on the Company.
39. Control
In the view of the Directors, there is no controlling party of the Company or the Group, by virtue of their being no single majority shareholder.
67
VINTED LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2025
40. Audit expenses
The auditor's remuneration for the current year in respect of audit and audit-related services was EUR 435 thousand (2024: EUR 423 thousand). There were no non-audit fees payable in either the current or prior financial year.
41. Events after the year end
Since the balance sheet date, there have been no significant events impacting the Company.
68
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