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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ZWPV Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 11639745, and its registered head office is located at Zip World Base Camp, Denbigh Street, Llanrwst, LL26 0LL.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The company’s functional and presentation currency is Sterling, and all values are rounded to the nearest pound (£) except when otherwise stated.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of ZWPV Topco Limited as at 31 December 2025 and these financial statements may be obtained from Dolphin House, Market Place, Deddington, OX15 0SE.
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Exemption from preparing consolidated financial statements
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The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
This entity pays staff related costs to specific employees who are Directors of the Group entity, funded by the trading company. The Group is financed through bank and shareholder debt and at an operating level is cash generative. The trading entity demonstrates no issues in ensuring that payroll commitments are met and the positive net assets of this entity ensures liabilities are met as they fall due. The directors have therefore prepared the financial statements on a going concern basis.
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been made the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
Joint Ventures are held at cost less impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's Balance Sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities (continued)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect on the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relating to the following:
Estimates
In the process of preparing the financial statements, the following significant estimates were applied.
Impairment of investments (note 11)
The directors assess at each reporting date whether there is any indication that investments in subsidiary undertakings may be impaired. This assessment requires judgement and considers the subsidiaries' financial performance, net assets, future business plans and forecast cash flows. Where impairment indicators exist, the recoverable amount is estimated based on value in use calculations and other available evidence. The assessment of recoverable amount is sensitive to assumptions regarding future profitability and cash generation.
Judgements
In the process of preparing the financial statements, no significant judgements were applied.
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Contract termination and legal costs
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Included in the cancelled project costs is a credit that relates to a ground-breaking helium-filled aerostat product. After extensive testing management took the difficult decision to cease the project in 2024 as it did not meet the company's exacting performance standards.
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Fees payable to the company's auditor for the audit of the company's financial statements of £1,500 (2024: £31,215) are borne by another group company.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs, including directors' remuneration, were as follows:
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The average monthly number of employees, including the directors, during the year was as follows:
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accrued to 3 directors (2024: 5) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £226,000 (2024: £225,222).
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The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £40,000 (2024: £20,000).
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During the year remuneration of £583,301 (2024: £785,893) was paid to key management personnel who are considered to be the directors.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest on preference shares
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Interest on deferred consideration
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Interest payable and similar expenses
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Taxation on loss on ordinary activities
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Taxation (continued)
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Factors affecting tax charge for the year
The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of25% (2024:25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
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Income not taxable for tax purposes
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Adjustments to tax charge in respect of previous periods - deferred tax
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Total tax credit for the year
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Factors that may affect future tax charges
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.
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Investments in subsidiary companies
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the company:
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Zip World Group Holdings Limited
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Zip World Base Camp, Denbigh Street, Llanrwst, Wales, LL26 0LL
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Zip World Base Camp, Denbigh Street, Llanrwst, LL26 0LL
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the company:
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Zip World Base camp, Denbigh Street, Llanrwst, Wales, LL26 0LL
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Zip World Fforest Limited
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Zip World Base camp, Denbigh Street, Llanrwst, Wales, LL26 0LL
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Zip World Base camp, Denbigh Street, Llanrwst, Wales, LL26 0LL
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Zip World Base camp, Denbigh Street, Llanrwst, Wales, LL26 0LL
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Joint venture
The company has an indirect 50% holding in a joint venture:
Name: Snowdonia Business Park Limited (formerly Zip World Adventure Hotel Limited
Registered office: Zip World Base Camp, Denbigh Street, Llanrwst, Wales, LL26 0LL
Principal activity: Development of building projects
There was no activity in the joint venture during the year.
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Debtors: amounts falling due within one year
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Due after more than one year
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Deferred tax asset (note 16)
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Debtors: amounts falling due within one year (continued)
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Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.
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Creditors: amounts falling due after more than one year
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Accruals: preference share interest
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Preference shares (treated as debt)
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The preference shares attract a coupon of 8% and have no fixed maturity date.
Disclosure of the terms and conditions attached to the non-equity shares is made in note 17.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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The company refinanced its bank lending in December 2025 as part of the transaction. The amount of RCF drawn down at 31 December 2025 was £1,000,000 (2024: £6,000,000). The RCF is interest bearing at a margin between 3% to 3.75% over SONIA.
The bank loans are secured on the assets of the company by means of a fixed and floating debenture charge.
On 20 January 2025, Ivor Investco Limited acquired a majority holding of shares of the company (an exit event). As part of the change in ownership the company also refinanced its bank debt, reducing the RCF facility from £15m to £8m and agreeing a Capex facility of £5m, in place until June 2027 and repaid both the loan notes owed to the outgoing investors, Lloyds Development Capital, and the loan owed to The County Council of the City and County of Cardiff.
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Credited to profit or loss
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Short term timing differences
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Shares classified as equity
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Allotted, called up and fully paid
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Nil (2024: 200,000) A Ordinary Shares of £0.01 each
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Nil (2024: 200,000) B Ordinary Shares of £0.10 each
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Nil (2024: 67,500) C Ordinary Shares of £0.10 each
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31,500 (2024: Nil) Ordinary shares of £1.00 each
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Shares classified as debt
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Allotted, called up and fully paid
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13,909,500 (2024: 13,909,500) Preference Shares of £1.00 each
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share capital (continued)
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On 20 January 2025, the company issued 27,500 C Ordinary shares with a nominal value of £0.10 each for a total consideration of £27,500.
On 7 October 2025, the company passed a resolution to consolidate its issued share capital. As a result, the 200,000 A Ordinary shares of £0.01 each were consolidated into 2,000 shares of £1.00 each, the 200,000 B Ordinary shares of £0.10 each were consolidated into 20,000 shares of £1.00 each and the 95,000 C Ordinary shares of £0.10 each were consolidated into 9,500 shares of £1.00 each. The consolidation did not alter the aggregate nominal value of share capital or the relative rights and interests of shareholders.
On 7 October 2025, the company redesignated all A Ordinary, B Ordinary and C Ordinary shares in Ordinary shares.
The shares of the company carry the following key rights:
Voting
Holders of Ordinary shares are entitled to receive notice of, attend, speak and vote at General Meetings of the company, save that the voting rights of one specified shareholder and its associates are limited to 65% of the total voting rights.
Appointment of directors
The holders of the Ordinary shares are entitled to appoint up to two p to the Board of Directors.
Other directors can be appointed with the approval of a majority of the members entitled to vote at a General Meeting.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Share premium account
The share premium account represents amounts raised on the initial allotment of share capital in excess of the nominal value of shares issued, less any costs directly attributable to the issue of that share capital.
Capital redemption reserve
The capital redemption reserve represents the nominal value of shares previously issued by the company and subsequently repurchased.
Capital contribution reserve
The capital contribution reserve represents cash contributions received from the parent company. These contributions are non-refundable.
Merger Reserve
The merger relief reserve represents the difference between the nominal value of the shares issued and the fair value of consideration received in respect of shares issued by the company as part of the consideration to acquire at least a 90% equity holding in another company.
Profit and loss account
The profit and loss account represents the accumulated profits, losses and distributions of the company.
The company provided security to its loan note holders in the form of debentures. The debentures contained a negative pledge, fixed and floating charges. The charges covered all property held by the company in respect of obligations to HSBC Bank PLC (as security trustee for the loan note holders), The County Council of the City and County of Cardiff, Ldc (Managers) Limited. The debentures were satisfied on 26 March 2026 and 22 January 2026 (note 22).
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £51,150 (2024: £45,340). Contributions totalling £Nil (2024: £Nil) were payable to the fund at the balance sheet date and are included in creditors.
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Related party transactions
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The company has taken advantage of the exemption allowed under section 33 of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.
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ZWPV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
On 25 March 2026, the company re-financed its debt to facilitate the repayment of A Class Loan Notes to investors. A £25m term loan facility was introduced across two banks, HSBC and Barclays, plus the creation of a £5m RCF and £5m capex facility, in place until 2029, with the option of two extension years.
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Ultimate parent undertaking and controlling party
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The immediate parent company is ZWPV Bidco Limited, a company incorporated in England and Wales.
ZWPV Topco Limited is the smallest and largest group company to consolidate these financial statements. Copies of the financial statements can be obtained from Dolphin House, Market Place, Deddington, OX15 0SE.
The ultimate parent undertaking and ultimate controlling party is The JCC 2003 Trust, a trust set up in Jersey.
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