Independent Manager Review Copy
Company registration number 12337424 (England and Wales)
REPLAY GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
Independent Manager Review Copy
REPLAY GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
Independent Manager Review Copy
REPLAY GROUP LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
5,094,387
5,094,387
Current assets
-
-
Creditors: amounts falling due within one year
5
(4,805)
(4,805)
Net current liabilities
(4,805)
(4,805)
Net assets
5,089,582
5,089,582
Capital and reserves
Called up share capital
6
35,291
35,291
Share premium account
3,207,684
3,207,684
Profit and loss reserves
1,846,607
1,846,607
Total equity
5,089,582
5,089,582

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 22 July 2026 and are signed on its behalf by:
Mr C Thomson
Director
Company registration number 12337424 (England and Wales)
Independent Manager Review Copy
REPLAY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Replay Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 13 Roseland Business park, Long Bennington, Newark, NG23 5FF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At 31 December 202 true 5 the company's current liabilities exceeded its current assets by £4,805 (202 4:£4,805). Included within the total liabilities are amounts due to group undertakings of £4,805 (202 4:£4,805).

The total liabilities include £4,805 (202 4: £4,805) in relation to amounts owed to a subsidiary undertaking. Replay Group Limited have considered the financial performance and future cash flows of the company and in the opinion of the directors have a reasonable assumption that the amounts owed will be recovered.

The company believe they have adequate resources to continue operating for a period of 12 months from the date of the signing of the financial statements and therefore consider it appropriate that these financial statements are prepared on a going concern basis.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.

Independent Manager Review Copy
REPLAY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
0
4
Independent Manager Review Copy
REPLAY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
3
Dividends
2025
2024
Total
Total
£
£
Final paid
-
0
500,000
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
5,094,387
5,094,387
5
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
4,805
4,805

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

6
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of 1p each
3,529,068
3,529,068
35,291
35,291
7
Charges

Charges are held in favour of YFM Private Equity Limited and Secured Fixed Income PLC (formerly Triple Advancr Leasing PLC) and are secured by way of a fixed and floating charge over the assets and

undertakings of the company, all of which were still outstanding at the year end. At the year end the outstanding balance of guarantees held are £10,909,540.

8
Related party transactions

As permitted by FRS 102 Section 33 "Related party disclosures" the financial statements do not disclose transactions with the parent companies and fellow subsidiaries where 100% of the voting rights are wholly controlled by the group.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Independent Manager Review Copy
REPLAY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Audit report information
(Continued)
- 5 -
Opinion

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 profit for the year 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.

Senior Statutory Auditor:
Mr Paul Tyler
Statutory Auditor:
Azets Audit Services
Date of audit report:
31 July 2026
10
Parent company

Since 29 October 2024, the immediate parent was Replay Bidco Limited.

The registered office of the immediate parent company is Unit 13 Roseland Business park, Long Bennington, Newark, United Kingdom, NG23 5FF.

The ultimate controlling party was YFM Equity Partners, by virtue of their controlling interest in Replay Topco Limited and subsidiary undertakings.

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