VINTED_PLATFORM_LIMITED

VINTED PLATFORM LIMITED

DIRECTOR'S REPORT

The director presents his report and the financial statements for the year ended 31 December 2025.

Statement of Director's responsibilities in respect of financial statements

The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework'.

Under Company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the director is required to:

●

select suitable accounting policies and then apply them consistently;

●

make judgments and accounting estimates that are reasonable and prudent;

●

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

●

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Director

The director who served during the year was:

Thomas Lodewijk Plantenga

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 31 August 2026 and signed on its behalf.

Signed on behalf of the Board

Thomas Lodewijk Plantenga

CEO

31 August 2026

VINTED PLATFORM LIMITED

STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

For the year ended 31 December 2025

2023-2024

Notes

in GBP thousands

2025

(18 months)

CONTINUING OPERATIONS

Revenue

4,320

4,052

Contracting and consulting

(3)

OPERATING PROFIT

4,320

4,049

Finance income

3,542

2,621

Finance costs

(66)

(26)

PROFIT BEFORE INCOME TAX

7,796

6,644

Income tax

(347)

(1,662)

PROFIT FOR THE YEAR

7,449

4,982

Other comprehensive income / (expenses)

Items that may be reclassified subsequently to profit or loss:

Change in fair value of investments

2,499

216

Recycle of realised gains on financial assets at FVOCI

(1,979)

Income tax impact

(184)

Total other comprehensive income

336

216

TOTAL COMPREHENSIVE INCOME

7,785

5,198

All amounts relate to continuing operations.

The comparative period represents the 18-month period from the Company's incorporation on 20 July 2023 to 31 December 2024, being the Company's first financial period. As a result, the income statement, statement of comprehensive income, and statement of changes in equity for the comparative period are not entirely comparable with the current 12-month period, in accordance with IAS 1, paragraph 36.

The accompanying notes on pages 7 to 14 are an integral part of these financial statements.

VINTED PLATFORM LIMITED

STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

in GBP thousands

Notes

2025

2024

CURRENT ASSETS

Trade and other receivables

3,903

1,630

Prepayments and deferred charges

425

5,241

Financial assets at FVOCI (Current)

92,014

44,282

Cash and cash equivalents

7,813

14,587

TOTAL CURRENT ASSETS

65,740

104,155

TOTAL ASSETS

65,740

104,155

EQUITY

Share capital

500

Fair value reserve

552

216

Retained earnings

12,431

4,982

TOTAL EQUITY

13,483

5,698

NON-CURRENT LIABILITIES

Deferred tax liabilities

184

TOTAL NON-CURRENT LIABILITIES

184

CURRENT LIABILITIES

Trade payables

66,542

39,871

Other current liabilities

22,089

18,359

Income tax liabilities

1,573

1,662

Provisions (Current)

Contract liabilities

281

145

TOTAL CURRENT LIABILITIES

90,488

60,042

TOTAL EQUITY AND LIABILITIES

65,740

104,155

The members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The Company was entitled to exemption from audit under section 479A of the Companies Act 2006.

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

The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The accompanying notes on pages 7 to 14 are an integral part of these financial statements.

These financial statements of Vinted Platform Limited (Company number: 15015234) were approved by the Board and authorised for issue on 31 August 2026. They were signed on its behalf by:

Thomas Lodewijk Plantenga

CEO

VINTED PLATFORM LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

in GBP thousands

Notes

Share capital

Fair value reserve

Retained earnings

Total equity

Balance at 20 July 2023 (incorporation)

Profit for 2023-2024 (18 months)

4,982

Other comprehensive income for the year

216

Total comprehensive income for the year

216

4,982

5,198

Issue of shares

500

Transactions with owners in their capacity as owners

500

Balance at 31 December 2024

500

216

4,982

5,698

Profit for the year

7,449

Other comprehensive expenses for the year

336

Total comprehensive income for the year

336

7,449

7,785

Transactions with owners in their capacity as owners

Balance at 31 December 2025

500

552

12,431

13,483

The accompanying notes on pages 7 to 14 are an integral part of these financial statements

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

1. Basis of preparation

General information

Vinted Platform Limited (the "Company") is a private company limited by shares, incorporated and registered in England and Wales under the Companies Act 2006 (Company number: 15015234). The address of the registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW. The Company's principal activity during the year was the provision of marketplace services.

The Company meets the qualification criteria of a small company under the Companies Act 2006. Accordingly, the Company is utilizing the exemptions available to entities subject to the small companies regime.

Basis of accounting

The financial statements of Vinted Platform Limited have been prepared in accordance with Financial Reporting Standard 101, "Reduced Disclosure Framework" ("FRS 101"), under the historical cost convention, as modified by certain financial assets measured at fair value, and in accordance with the Companies Act 2006.

The material accounting policies applied in the preparation of these financial statements are set out in note 3. These policies have been consistently applied to all the periods presented, unless otherwise stated.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates, which, by definition, will likely differ from the actual results. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below.

The Company is a qualifying entity as defined in FRS 100, 'Application of Financial Reporting Requirements'. The Company is included in the consolidated financial statements of Vinted Limited, its ultimate parent undertaking, as described in note 14.

Accordingly, the following exemptions from the requirements of International Financial Reporting Standards ("IFRS") have been applied in the preparation of these financial statements:

●

IFRS 7, 'Financial Instruments: Disclosures', provided that equivalent disclosures are included in the consolidated financial statements of the group in which the Company is consolidated;

●

Paragraphs 91 to 99 of IFRS 13, 'Fair Value Measurement', provided that equivalent disclosures are included in the consolidated financial statements of the group in which the Company is consolidated;

●

The second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15, 'Revenue from Contracts with Customers';

●

The following paragraphs of International Accounting Standards ("IAS") 1, 'Presentation of Financial Statements':

○

10(d) (statement of cash flows);

○

10(f) (statement of financial position as at the beginning of the preceding period);

○

16 (statement of compliance with all IFRS);

○

38A (requirement to present, as a minimum, two of each primary statement and the related notes);

○

38B to 38D (additional comparative information);

○

40A to 40D (requirement to present a third statement of financial position and related comparative information where an accounting policy is applied retrospectively, or items are restated or reclassified);

○

111 (cash flow statement information); and

○

134 to 136 (capital management disclosures)

●

IAS 7, 'Statement of Cash Flows';

●

Paragraph 17 of IAS 24, 'Related Party Disclosures' (key management personnel compensation);

●

Paragraph 18A of IAS 24, related to key management services provided by a separate management entity; and

●

The requirements in IAS 24 to disclose related party transactions entered into between two or more wholly-owned members of a group.

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

1. Basis of preparation (continued)

Basis of accounting (continued)

The financial statements are presented in thousands of Pounds Sterling (GBP thousands), which is the functional currency of the Company, unless stated otherwise. Amounts are rounded to the nearest thousand and, as a result, minor rounding differences may arise on aggregation of individual line items.

Critical accounting judgments and key sources of estimation uncertainty

Estimates and judgments are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgment and complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

The Company 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 the Company's business model objective is achieved by both collecting contractual cash flows and selling these financial assets. The Company 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.

Going concern

The Director has assessed the Company's ability to continue as a going concern for the next 12 months after the date of signing of the financial statements. In making this assessment the Director has considered the proposed dividend distribution referred to in note 15, together with the Company's forecast cash flows and its continuing participation in the Vinted group's intra-group funding arrangements. For this reason, the financial statements have been prepared on a going concern basis, which presumes the realisation of assets and liabilities in the normal course of business.

2. Adoption of new and revised Standards

New standards and amendments effective for the current reporting year

The following amendment to the existing standards issued by the International Accounting Standards Board (IASB) is effective for the current reporting year. Adoption of this amendment did not have a material impact on the Company's financial results.

Title

Subject

Effective date

Amendments to IAS 21

Lack of exchangeability of foreign currency.

1 January 2025

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

2. Adoption of new and revised Standards (continued)

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 Company 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 IFRS 9 and IFRS 7

Amendments to the Classification and Measurement of Financial Instruments.

1 January 2026

Targeted amendments for renewable power purchase agreements and related hedge accounting.

Annual Improvements to IFRS Accounting Standards

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.

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)

Amendments to IAS 21

Translation to a hyperinflationary presentation currency.

1 January 2027

(expected)

3. Material accounting policy information

Revenue recognition

Revenue is recognised when performance obligations are met and over the period in which the services are provided. Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer net of refunds associated with cancelled or failed transactions, discounts, and deferred amounts, and excludes amounts collected on behalf of third parties.

The Company acts as an agent when providing marketplace services to members of the Vinted platform and recognises revenue net of the respective costs, in line with IFRS 15, 'Revenue from Contracts with Customers'.

Finance income and expense

Interest income remitted or expense charged on cash and cash equivalents is recognised on an accrual basis.

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.

For corporate and government bonds classified as measured at FVOCI, 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 under finance income or costs, as those are held for cash management purposes.

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction, and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions, and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in profit or loss as finance income or costs.

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

3. Material accounting policy information (continued)

Foreign currency translation (continued)

All foreign exchange gains and losses are presented in the Income Statement and Statement of Comprehensive Income within 'Interest payable and similar expenses' and 'Interest receivable and similar income'.

Taxation

Tax is recognised in profit or loss, except that a charge attributable to an item of income and expense recognised in other comprehensive income, or to an item recognised directly in equity, is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company 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. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.

The Company has designated all investments in debt instruments as measured at 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.

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 Company meet the criteria to be measured at amortised cost.

Cash and cash equivalents

Cash is represented by cash in bank accounts and at payment services providers, 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 approximately equal to their fair value.

Capital and reserves

Share capital represents the nominal value of shares that have been issued.

Fair value reserve represents the cumulative fair value changes, net of tax, of financial assets until they are disposed of or impaired.

Profit and loss account includes all current and prior period profits.

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

4. Employees

The Company has no employees other than the director, who did not receive any remuneration.

5. Finance income and costs

2023-2024

in GBP thousands

2025

(18 months)

Interest income from financial assets at FVOCI held for cash management purposes and deposits

1,118

2,620

Recycle of realised gains on financial assets at FVOCI

2,144

Foreign currency exchange differences*

280

Total finance income

3,542

2,621

Interest expenses

(52)

Other financial costs

(14)

(3)

Foreign currency exchange differences*

(23)

Total finance costs

(66)

(26)

*In 2025 foreign currency exchange gains and losses are presented net.

6. Income tax

The amounts of income taxes which are reflected in the accompanying statement of profit or loss and comprehensive income are analysed as follows:

2023-2024

in GBP thousands

2025

(18 months)

Current income tax

1,572

1,662

Adjustments for current tax of prior periods

(1,225)

Deferred income tax-relating to origination and reversal of temporary differences

Total income tax expense

347

1,662

Reconciliation of tax expense and the accounting profit:

2023-2024

in GBP thousands

2025

(18 months)

Profit before income tax on continuing operations

7,796

6,644

Tax at the corporation income tax rate of 25%

1,949

1,661

Income tax effect on non-deductible expenses

Carryforward tax loss transfer to other subsidiaries

(380)

Prior year current income tax correction

(1,225)

Total income tax expense

347

1,662

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

6. Income tax (continued)

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period. Deferred tax assets and liabilities are measured at 25%, being the tax rate approved at the reporting date that is expected to apply when the temporary differences reverse.

Charge to other comprehensive income

Year ended 31 December 2024

Year ended 31 December 2025

in GBP thousands

Income tax assets before assessment

Revaluation of financial assets

(65)

(119)

(184)

Income tax (liabilities) before assessment

(65)

(119)

(184)

Deferred income tax asset not recognised after assessment

(65)

Net income tax assets (liabilities)

(184)

Charge to other comprehensive income

At 20 July 2023 (incorporation)

Year ended 31 December 2024

in GBP thousands

Income tax assets (liabilities) before assessment

Revaluation of financial assets

(65)

Income tax assets (liabilities) before assessment

(65)

Deferred income tax asset not recognised after assessment

Net income tax assets (liabilities)

The company expects to realise amounts after more than 12 months.

The standard rate of corporate income tax applied to reported profit is 25%.

7. Investments in financial assets at FVOCI

in GBP thousands

2025

2024

Bonds - current

92,014

44,282

Total

92,014

44,282

As per 31 December 2025 the Company had GBP 92,014 thousand invested into government bonds. The bonds have maturity dates ranging from 1 month to 1 year from the reporting date and return a fixed rate interest.

The bonds are held by the Company within a business model whose objective is both to collect their contractual cash flows which are solely payments of principal and interest on the principal amount outstanding and to sell these financial assets. The Company classifies bonds at FVOCI if they meet the classification criteria.

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

8. Trade and other receivables

in GBP thousands

2025

2024

Trade receivables

380

259

Trade receivables from related parties

3,485

1,371

Other receivables

Total

3,903

1,630

The ageing analysis of trade receivables is as follows:

in GBP thousands

2025

2024

Ageing of trade receivables due at reporting date:

Not overdue

3,865

1,630

Trade receivables

3,865

1,630

9. Cash and cash equivalents

in GBP thousands

2025

2024

Cash at banks

4,623

9,476

Cash at payment services providers

2,256

5,111

Money in transit

934

Total

7,813

14,587

10. Share capital

Share capital

in GBP thousands

At 20 July 2023 (incorporation)

500

Issue of shares

500

At 31 December 2024

Issue of shares

500

At 31 December 2025

500,000 ordinary shares of GBP 1.00 each were issued on incorporation of the Company in 2023.

Ordinary shares are fully paid and carry full voting rights, dividend rights, and capital distribution rights (including on a winding up). They do not confer any rights of redemption on the holder. There have been no changes to the Company's share capital during 2025 or since incorporation. During 2025 and 2024, the Company has neither acquired nor held its own shares.

VINTED PLATFORM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

11. Trade payables and other current liabilities

in GBP thousands

2025

2024

Vendor payables

Payables to related parties

63,878

38,096

Vendor accruals

2,664

1,750

Indirect tax liabilities

22,089

18,359

Total

58,230

88,631

Trade payables balances mostly comprise payables to other Vinted group companies, are non-interest bearing and are settled within 30 days from the date of the invoice.

Corporation tax and other taxes including social insurance are repayable at various dates over the coming months in accordance with the applicable statutory provisions.

12. Related party transactions

The Company has taken advantage of the exemption under FRS 101 paragraph 8(K), “Related Party Disclosures”, not to disclose transactions with group undertakings as it is a subsidiary undertaking which is 100% controlled by the ultimate parent undertaking.

There are no related party transactions requiring disclosure.

13. Declaration of guarantee

Vinted Limited, the ultimate parent company, has guaranteed all outstanding liabilities to which the company is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full and the guarantee is enforceable against the parent undertaking by any person to whom the company is liable in respect of those liabilities as required by section 479C of the Companies Act 2006 to allow the company to take an audit exemption.

14. Controlling party

The immediate parent company is Vinted, UAB, a company incorporated in Lithuania with a registered office at Švitrigailos g. 13, Vilnius, Lithuania, LT-03228.

The ultimate parent undertaking is Vinted Limited, a Company incorporated in the United Kingdom with a registered office at 5 New Street Square, London, United Kingdom, EC4A 3TW. Vinted Limited is the parent of the largest group into which the Company is consolidated and prepares consolidated financial statements which include the Company. Copies of those consolidated financial statements are publicly available from Companies House.

The directors consider there to be no controlling party.