VINTED_(UK)_LIMITED

VINTED (UK) LIMITED

DIRECTOR'S REPORT

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

Director's responsibilities statement

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

Director

31 August 2026

VINTED (UK) LIMITED

STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

For the year ended 31 December 2025

Note

In GPB thousands

2025

2024

CONTINUING OPERATIONS

4,220

4,112

Revenue

Employee benefit expenses

(11,584)

(8,950)

(301)

(282)

Other operating expenses

(5,120)

(7,665)

OPERATING LOSS

Finance income

(1)

(17)

Finance costs

(7,614)

(5,137)

LOSS BEFORE TAX

(107)

Income tax

(7,519)

(5,244)

LOSS FOR THE YEAR

Other comprehensive income

TOTAL COMPREHENSIVE INCOME

(7,519)

(5,244)

The accompanying notes on pages 7 to 13 are an integral part of these financial statements.

VINTED (UK) LIMITED

STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

Note

In GBP thousands

2025

2024

NON-CURRENT ASSETS

Property, plant and equipment

TOTAL NON-CURRENT ASSETS

CURRENT ASSETS

Trade and other receivables

334

471

Other current assets

Cash and cash equivalents

1,912

1,442

TOTAL CURRENT ASSETS

2,304

1,998

TOTAL ASSETS

2,317

2,014

EQUITY ATTRIBUTABLE TO THE OWNERS OF THE COMPANY

Share capital

900

Share-based payment reserve

16,506

8,465

Accumulated losses

(15,469)

(7,950)

TOTAL EQUITY

1,937

1,415

CURRENT LIABILITIES

Trade payables

152

Other current liabilities

289

352

Income tax liabilities

TOTAL CURRENT LIABILITIES

380

599

TOTAL EQUITY AND LIABILITIES

2,317

2,014

The members have not required the Company to obtain an audit for the year 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 13 are an integral part of these financial statements.

These financial statements of Vinted (UK) Limited (Company number: 14685110) were approved and authorised for issue on 31 August 2026. They were signed on its behalf by:

Thomas Lodewijk Plantenga

Director

VINTED (UK) LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

Share-based payment reserve

Accumulated profits (losses)

Note

Share capital

Total equity

In GBP thousands

Balance at 1 January 2024

900

2,957

(2,706)

1,151

Loss for the year

(5,244)

Total comprehensive income

(5,244)

Share-based payments

5,508

Transactions with owners in their capacity as owners

5,508

Balance at 31 December 2024

900

8,465

(7,950)

1,415

Loss for the year

(7,519)

Total comprehensive income

(7,519)

Share-based payments

8,041

Transactions with owners in their capacity as owners

8,041

Balance at 31 December 2025

900

16,506

(15,469)

1,937

The accompanying notes on pages 7 to 13 are an integral part of these financial statements.

VINTED (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

1. Basis of preparation

General information

Vinted (UK) Limited (the Company) is a private company limited by shares, incorporated and registered in England and Wales under the Companies Act 2006 (Company number: 14685110). The address of the registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW.

The principal activity of the Company during the period was provision of administrative services to its Parent Company Vinted, UAB.

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 (UK) 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 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 paragraphs 46 to 52 of IFRS 2, ‘Share-based Payment' (information about how the fair value of share-based payment arrangements was determined, and about the effect of share-based payment transactions on profit or loss and the financial position), provided that the arrangement concerns the equity instruments of another group entity and equivalent disclosures are included in the consolidated financial statements of the group in which the Company is consolidated;

●

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) and 38A, 38B, 38C, 38D, 40A, 40B, 40C and 40D (requirement to present a third statement of financial position and related comparative information on retrospective restatement or reclassification);

○

16 (statement of compliance with all IFRS);

○

38 (requirement to present comparative information in respect of paragraph 79(a)(iv) of IAS 1, being the reconciliation of the number of shares outstanding, and paragraph 73(e) of IAS 16, ‘Property, Plant and Equipment', being the reconciliation of the carrying amount of property, plant and equipment);

○

111 (cash flow statement information); and

○

134 to 136 (capital management disclosures);

VINTED (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

1. Basis of preparation (continued)

Basis of accounting (continued)

●

IAS 7, ‘Statement of Cash Flows';

●

Paragraph 74A(b) of IAS 16 (amount of proceeds and the cost of items produced that are not an output of the Company's ordinary activities);

●

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.

The financial statements are presented in thousands of Sterling (£'000), 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 recognises share-based payment expense for share options granted to employees based on the grant-date fair value of the options, recognised over the vesting period. The fair value is estimated using the Black-Scholes option pricing model, which requires management to make assumptions.

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. 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 (UK) 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 the Classification and Measurement of Financial Instruments.

Amendments to IFRS 9 and IFRS 7

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

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

Amendments to IAS 21

Translation to a hyperinflationary presentation currency.

(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, discounts, and deferred amounts, and excludes amounts collected on behalf of third parties. There are no variable considerations and no critical judgments in revenue recognition.

Finance income and expense

Interest income remitted or expense charged on the cash and cash equivalents kept in regular bank accounts is recognised on accrual basis as finance income.

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.

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.

All foreign exchange gains and losses are presented in Income Statement and Statement of Comprehensive Income within 'Finance costs'.

VINTED (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

3. Material accounting policy information (continued)

Taxation

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

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

Property, plant and equipment

After initial recognition, assets are carried at cost less any accumulated depreciation and any accumulated impairment losses. Each significant item of property, plant and equipment is depreciated separately and, based on the useful life and depreciation method assigned, such items are grouped in the financial statements. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

Group of property, plant and equipment

Estimated useful life

IT equipment

2 - 4 years

The residual value and the useful life of assets is reviewed each financial period and, if expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate in accordance with IAS 8.

Company's property, plant and equipment comprises only IT equipment.

Cash and cash equivalents

Cash is represented by cash in banks 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. Cash at banks consists of cash held for operational purposes.

Share-based payments

The Company is using a share-based compensation plan, under which the employees provide services to the Company and, as a consideration, they are granted with equity instruments (share options) of Vinted Limited (the Vinted Group parent 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 Company recognises the related expense from the next financial month after the grant date to align with the vesting conditions.

When share options are exercised by the employees of the Company, the share-based payments reserve established within equity may be transferred to retained earnings in accordance with applicable company laws. No transfers were made during 2025 and 2024.

Taxes arising from the exercise of the share options are costs incurred by the employees. The Company records a tax liability with no tax expense arising if there is a requirement to withhold such taxes on behalf of employees.

Capital and reserves

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

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

VINTED (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

4. Employee benefit expenses

In GBP thousands

2025

2024

Wages and salaries

2,311

2,336

Share-based payments

8,041

5,508

Social security tax

304

318

Employee benefits and other bonuses

283

343

Other staff costs

645

445

Total

11,584

8,950

The average monthly number of persons employed by the Company during the year was 18 (2024: 20).

5. 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:

In GBP thousands

2025

2024

Current income taxes

Prior year current income tax correction

(95)

Deferred tax-relating to origination and reversal temporary differences

Total tax credit

(95)

107

Reconciliation of tax expense and the accounting profit:

In GBP thousands

2025

2024

Loss before tax on continuing operations

(7,614)

(5,137)

Tax at the corporation tax rate of 25%

(1,903)

(1,284)

Tax effect on non-tax deductible expenses and non-taxable income

2,023

1,391

Deductible allowances for tax incentive plans

(594)

Carry forward loss transfer to/from other subsidiaries

474

Prior year current income tax correction

(95)

Total charge for taxes

(95)

107

6. Trade receivables and other current assets

In GBP thousands

2025

2024

334

471

Trade receivables from related parties

Indirect tax receivable

Prepayments and deferred charges

392

Total

556

VINTED (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

7. Share capital

Share capital

Total

in GBP thousands

At 1 January 2024

900

Issue of shares

At 31 December 2024

900

Issue of shares

At 31 December 2025

900

Since the incorporation to 31 December 2025, the Company has issued 900,000 ordinary shares of GBP 1 par value each, fully paid in cash. The ordinary shares carry full voting, dividend and capital distribution rights (including on a winding up) and have no redemption rights.

8. Share-based payment reserve

On 7 January 2014 the Group adopted a Share Option plan (the last amendment was adopted on 1 March 2023), according to which, the employees of the Company are granted the share options of Vinted Limited, the ultimate parent of the Company. The standard option grants vest over a period of 4 years, provided that the option holder is employed within the Company on the relevant vesting date. Option grants have a contractual term of 10 years from grant date and vested options may be exercised until expiry, being the earlier of 10 years after the grant date or 7 years after termination of employment.

The Company recognised total expenses of GBP 8M related to equity-settled share-based payment transactions in 2025 (2024: GBP 5.5M).

9. Current liabilities

In GBP thousands

2025

2024

Vendor payables

Payables to related parties

Vendor accruals

128

Employee related payables

289

352

Income tax liabilities

Total

380

599

Trade and other creditors are payable at various dates over the coming months in accordance with the suppliers' usual and customary credit terms.

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

10. 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.

11. 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.

VINTED (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

12. Controlling party

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

The ultimate parent undertaking and the largest group that these financial statements are consolidated is Vinted Limited, a Company incorporated in the United Kingdom with a registered office at 5 New Street Square, London, United Kingdom, EC4A 3TW.

The directors consider there to be no controlling party.

13. Comparative information

Comparative information has been restated to conform with current year presentation - in the current year the Company has presented employee benefit expenses and other operating expenses as separate line items in the statement of profit or loss and comprehensive income while in prior year it was stated under one line “Administrative expenses”. This had no impact on profit or loss reported.