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Registered number: 16147438
ZWPV BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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ZWPV BIDCO LIMITED
COMPANY INFORMATION
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ZWPV BIDCO LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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ZWPV BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company was incorporated on 20 December 2024 and the directors present their report and the audited financial statements of the company for the period ended 31 December 2025.
Business review and future developments
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At the period end, the company acts as an intermediate holding company and management do not expect this to change in the future. The company acquired its direct subsidiary, ZWPV Limited, on 20 January 2025.
As at 31 December 2025, the company had net assets of £49,868,224.
The company's result for the period was a loss of £90,816.
Principal risks and uncertainties
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Financial risks
The company uses various financial instruments, including loans, that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations. The existence of these financial instruments exposes the company to several financial risks which are described in more detail below.
The main risks arising from the company's financial instruments are:
∙Liquidity risk
∙Credit risk
∙Interest rate risk
Liquidity risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by revolving credit facilities. The maturity of borrowings is set out in the notes to the financial statements.
Credit risk
The company's principal financial assets are intercompany loans. The credit risk associated with such loans are limited.
Interest rate risk
The company finances its operations through borrowings. The company's exposure to interest rate fluctuations on its borrowings is managed with the use of fixed facilities.
Financial key performance indicators
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The directors believe the key performance indicator is net assets of £49,894,072. This is monitored by reference to the balance sheet overall and by the company’s ability to repay its borrowings.
Other key performance indicators
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As a holding company, the directors do not consider there to be any non-financial key performance indicators.
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ZWPV BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the company
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The Board have considered the requirements of Section 172 (1) reporting in the preparation of these financial statements. In making key decisions, the Board considers the following;
∙the likely consequences of any decision in the long term;
∙the interests of the company's employees;
∙the need to foster the company's business relationships with suppliers, customers, and others;
∙the impact of the company's operations on our local communities and the environment;
∙the desirability of the company maintaining a reputation for high standards of business conduct; and
∙the need to act fairly and reasonably between all members of the company.
The company acts as an intermediate holding company within the Zip World Group. Its principal activity is limited to holding investments in its subsidiaries. No principal decisions were required of the Board beyond routine governance and administrative matters relating to this principal activity during the year.
In carrying out these routine matters, the Board had regard to the long-term interests of the Group and its stakeholders, and is kept informed of stakeholder engagement undertaken at trading subsidiary level, which it considers where relevant to decisions taken at this company's level.
Further detail on stakeholder engagement and Group-wide application of these principles is set out in the Strategic Report of Zip World Limited.
This report was approved by the board and signed on its behalf.
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ZWPV BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company was incorporated on 20 December 2024 and the directors present their report and the audited financial statements of the company for the period ended 31 December 2025.
The principal activity of the company during the year was that of a holding company.
The loss for the period, after taxation, amounted to £90,816.
The directors did not recommend the payment of dividends in the period.
The directors who served during the period, and up to the date of signing this report, were:
R J Cook (appointed 20 December 2024)
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C F Tuke (appointed 20 December 2024)
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Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements 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; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
Qualifying third party indemnity provisions
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As permitted by the Articles of Association, the director has the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The ZWPV Topco group ("the group") also purchased and maintained throughout the financial year directors' and Officers' liability insurance in respect of itself and its directors and officers.
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ZWPV BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
An indication of the likely future development of the business is included in the Strategic Report.
The company is a subsidiary of ZWPV Topco Limited. The company has significant net assets and in particular considers the investment balance recoverable owing to the financial forecasts of the trading entity in the group, Zip World Limited.
Further information on the group's going concern status can be found within the disclosures of ZWPV Topco Limited, however the group, based on reasonable and appropriate forecasts for future trade, can remain within its committed lending facilities and meet its obligations as they fall due throughout a period of at least 12 months from the date of approval of these financial statements. The directors have therefore prepared the financial statements on a going concern basis.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the period is 40,000kWh or lower.
Financial risk management
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The financial risk management of the company is described in the Strategic Report.
Statement of engagement with suppliers, customers and others
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Supplier payment policy
When entering commitments for the purchase of services and goods, the company considers to quality, delivery, terms of payment, and price. If the company is satisfied that suppliers have provided the services or goods in accordance with the agreement made between the supplier and the company, then payment is made. The company makes every effort to resolve disputes quickly if they should arise. As part of its commitment to the communities in which Zip World operates, the company will also negotiate more favourable payment terms for local suppliers to ensure they are incentivised to build long term supply relationships.
Matters covered in the Strategic Report
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As permitted under s414C(11) of the Companies Act 2006, the directors have included information in the Strategic Report that otherwise would be required under s416(4) to be disclosed in the Director's Report, including information in respect of business activities, principal risks and uncertainties and future developments.
There have been no significant events affecting the company since the reporting date.
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ZWPV BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Disclosure of information to auditor
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The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and
∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor, BDO LLP, was appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ZWPV BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV BIDCO LIMITED
In our opinion the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its loss for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of ZWPV Bidco Limited (“the Company”) for the period ended 31 December 2025 which comprise of the following:
∙Statement of comprehensive income
∙Balance sheet
∙Statement of changes in equity
∙Notes to the financial statements including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s 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 are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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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.
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 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to 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.
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ZWPV BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV BIDCO LIMITED (CONTINUED)
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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 course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.
Other Companies Act 2006 reporting
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors’ report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors 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 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 Company or to cease operations, or have no realistic alternative but to do so
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ZWPV BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV BIDCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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 auditor’s 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
Non-compliance with laws and regulations
Based on:
∙Our understanding of the Company and the industry in which it operates;
∙Discussion with management and those charged with governance;
∙Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the financial reporting framework and the Companies Act 2006, as well as incorporating industry regulation and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be health and safety legislation and taxation regimes.
Our procedures in respect of the above included:
∙Enquiries of management whether there were any litigations and claims;
∙Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation;
∙Review of legal expenditure accounts to understand the nature of expenditure incurred.
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ZWPV BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV BIDCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
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Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiries with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Company’s policies and procedures relating to:
°Detecting and responding to the risks of fraud; and
°Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
∙Testing journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation;
∙Testing a sample of the residual population of journals not meeting the defined risk criteria by agreeing to supporting documentation; and
∙Review of financial statement disclosures and agreeing to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s report.
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ZWPV BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZWPV BIDCO LIMITED (CONTINUED)
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Graham Ellis (Senior Statutory Auditor)
for and on behalf of BDO LLP, Statutory Auditor
Manchester, UK
28 August 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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ZWPV BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Loss for the financial period
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There were no recognised gains and losses for 2025 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2025.
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The notes on pages 14 to 23 form part of these financial statements.
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ZWPV BIDCO LIMITED
REGISTERED NUMBER: 16147438
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 23 form part of these financial statements.
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ZWPV BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive loss for the period
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Total comprehensive loss for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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The notes on pages 14 to 23 form part of these financial statements.
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
ZWPV Bidco Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 16147438, and its registered head office is located Dolphin House, Market Place, Deddington, OX15 0SE.
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; and
∙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 BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company is a subsidiary of ZWPV Topco Limited. The company has significant net assets and in particular considers the investment balance recoverable owing to the financial forecasts of the trading entity in the group, Zip World Limited.
Further information on the group's going concern status can be found within the disclosures of ZWPV Topco Limited, however the group, based on reasonable and appropriate forecasts for future trade, can remain within its committed lending facilities and meet its obligations as they fall due throughout a period of at least 12 months from the date of approval of these financial statements. The directors have therefore prepared the financial statements on a going concern basis.
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 balance sheet date in the countries where the company operates and generates income.
Investments in subsidiaries are measured at cost less accumulated 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.
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.
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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.
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities (continued)
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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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 in 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 relate to the following:
Estimates
In the process of preparing the financial statements, the following significant estimates were applied:
Impairment of investments (note 8)
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.
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Judgements
In the process of preparing the financial statements, no significant judgements were applied.
Fees payable to the company's auditor for the audit of the company's financial statements of £1,500 are borne by another group company.
The company has no employees other than the directors, who did not receive any remuneration.
The directors of the company are also directors of other group companies and the remuneration of the directors were paid by those companies. It is not practicable to ascertain the proportion of the directors emoluments that specifically relate to this company.
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Taxation on profit on ordinary activities
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
7.Taxation (continued)
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Factors affecting tax charge for the period
The tax assessed for the period is higher than the standard rate of corporation tax in the UK of25%. 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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Expenses not deductible for tax purposes
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Total tax charge for the period
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Factors that may affect future tax charges
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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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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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Direct subsidiary undertaking
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The following was a direct subsidiary undertaking of the company:
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Zip World Base Camp, Denbigh Street, Llanrwst, Wales, LL26 0LL
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Fixed asset investments (continued)
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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 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, 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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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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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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Amounts owed by group undertakings
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Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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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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The deferred consideration of £1,500,000 is due to mature on 20 January 2027. The impact of discounting would be immaterial.
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Allotted, called up and fully paid
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4,995,903,966 Ordinary shares of £0.01 each
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On incorporation, 20 December 2024, the company issued 1 Ordinary share with a nominal value of £0.01 each for a total consideration of par value.
On 20 January 2025, the company issued 4,995,903,965 Ordinary shares with a nominal value of £0.01 each for a total consideration of par value.
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
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ZWPV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Profit and loss account
The profit and loss account represents cumulative profits, losses and total other comprehensive income made by the company, including distributions to, and contributions from, the parent company.
There have been no significant events affecting the company since the reporting date.
The immediate parent company is ZWPV Midco Limited, a company incorporated in England and Wales.
ZWPV Topco is the smallest and largest group company to consolidate these financial statements. Copies of the consolidated financial statements can be obtained from the company Secretary at 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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