Company No: 12358391 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Dr Jobst Mueller-Trimbusch (Resigned 24 February 2026)
	Hagen Wingertszahn

REGISTERED OFFICE	C/O Roedl Legal Limited
	170 Edmund Street
	Birmingham
	B3 2HB
	United Kingdom

COMPANY NUMBER

12358391 (England and Wales)

AUDITOR	Tuerner Audit Limited
	Statutory Auditor
	Bridge House
	Old Grantham Road
	Whatton
	Nottingham
	NG13 9FG

	Note	30.06.2025		30.06.2024
		£		£
Fixed assets
Tangible assets	3	0		82,230
		0		82,230
Current assets
Stocks		0		2,552
Debtors	4	40,087		707,678
Cash at bank and in hand		131,249		99,476
		171,336		809,706
Creditors: amounts falling due within one year	5	( 12,536,058)		( 7,760,056)
Net current liabilities		(12,364,722)		(6,950,350)
Total assets less current liabilities		(12,364,722)		(6,868,120)
Provision for liabilities	6	0		( 3,500,000)
Net liabilities		( 12,364,722)		( 10,368,120)
Capital and reserves
Called-up share capital	7	3,300,000		3,300,000
Profit and loss account		( 15,664,722 )		( 13,668,120 )
Total shareholder's deficit		( 12,364,722)		( 10,368,120)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of RSG UK Group Limited (registered number: 12358391) were approved and authorised for issue by the Director on 07 October 2026. They were signed on its behalf by:

Hagen Wingertszahn Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

RSG UK Group Limited (the company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is C/O Roedl Legal Limited, 170 Edmund Street, Birmingham, B3 2HB, United Kingdom.

These financial statements cover the 12 month period from 1 July 2024 to 30 June 2025. The company has ceased trading and it is the intention of the directors to dissolve the company within the next 12 months.

The comparative figures cover the 18 month period from 1 January 2023 to 30 June 2024. Therefore, comparative figures are not entirely comparable.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The financial statements have been prepared on a basis other than going concern as the company exited its premises lease on 17 November 2024. Trading activities ceased in the year, and the directors intend to dissolve the company within the next 12 months.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover is membership fees paid by members, day passes purchased by non members, entrance fees charged for special events and the sale of goods and services to users of the gym. It is measured at the fair value of consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Membership fee and day passes revenue is recognised in the period to which it relates.

Special event entrance fee revenue is recognised in the period the event takes place.

The sale of goods and services revenue is recognised when goods and services are received by the customer.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. No deferred tax asset has been recognised as losses are not expected to be relieved before the intended dissolution of the business.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Land and buildings	depreciated over the life of the lease
Plant and machinery etc.	4 - 7 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The company as lessor
Amounts due from lessees under finance leases are recognised as receivables at the amount of the company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the company's net investment outstanding in respect of leases.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, after making allowance for obsolete and slow moving items

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

2. Employees

	Year ended 30.06.2025		Period from 01.01.2023 to 30.06.2024
	Number		Number
Monthly average number of persons employed by the company during the year, including the director	6		17

3. Tangible assets

	Land and buildings		Plant and machinery etc.		Total
	£		£		£
Cost
At 01 July 2024	11,980		70,250		82,230
Disposals	( 11,980)		( 70,250)		( 82,230)
Impairments	0		0		0
At 30 June 2025	0		0		0
Accumulated depreciation
At 01 July 2024	0		0		0
At 30 June 2025	0		0		0
Net book value
At 30 June 2025	0		0		0
At 30 June 2024	11,980		70,250		82,230

4. Debtors

	30.06.2025		30.06.2024
	£		£
Trade debtors	17,550		67,847
Other debtors	22,537		639,831
	40,087		707,678

5. Creditors: amounts falling due within one year

	30.06.2025		30.06.2024
	£		£
Trade creditors	1,824		280,379
Amounts owed to group undertakings	12,522,323		7,416,538
Other taxation and social security	0		3,435
Other creditors	11,911		59,704
	12,536,058		7,760,056

6. Provision for liabilities

	30.06.2025		30.06.2024
	£		£
Other provisions	0		3,500,000

The premises lease was surrendered on 17 November 2024.

A surrender premium was invoiced in November 2024. The decision to close the business and cease trading had already been made by 30 June 2024 and the amount of the associated costs could be estimated reliably. A provision for the surrender premium as an onerous contract was included in the prior period financial statements.

7. Called-up share capital

	30.06.2025		30.06.2024
	£		£
Allotted, called-up and fully-paid
3,300,000 Ordinary shares of £ 1.00 each	3,300,000		3,300,000

8. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	30.06.2025		30.06.2024
	£		£
Within one year	0		3,897,500

9. Events after the Balance Sheet date

On 14 August 2025, the directors resolved to reduce the ordinary share capital in issue to 1 share with a nominal value of £1.00. This has been accounted for as a transfer from share capital to distributable reserves. This is in accordance with the directors' intention to dissolve the company within 12 months.

10. Parent Company

The parent company of RSG UK Group Limited into which the accounts of RSG UK Group Limited are consolidated is the ultimate parent of the group RSG Group GmbH, incorporated in Germany. Its registered office address from which publicly available accounts can be obtained is:

Tannenberg 4
96132
Schlüsselfeld
Germany

11. Contingent Liabilities

A claim has been made against RSG UK Group Limited in relation to alleged damage to property at premises vacated by the company during 2024.

The claim is disputed by RSG UK Group Limited and liability has not been accepted, as such it is not possible to estimate any financial effect of the claim. Should RSG UK Group Limited be deemed responsible for any liability that ultimately arises, the directors expect that it will be substantially covered by RSG UK Group Limited’s insurance.

12. Audit Opinion

The auditor's report on the accounts for the financial year ended 30 June 2025 was qualified.

The qualification in the audit report was as follows:
Basis for Qualified Opinion

As explained in Note 11 to the financial statements, the company is subject to circumstances that may give rise to a liability, the existence and ultimate financial effect of which cannot presently be determined. The directors have appropriately disclosed the matter in the financial statements. However, we have been unable to obtain sufficient appropriate audit evidence to determine whether any provision or additional disclosure is required under the applicable financial reporting framework. Consequently, we have been unable to determine whether any adjustment to the financial statements in respect of this matter might be necessary.

Emphasis of Matter
We draw attention to Note 1 to the financial statements which explains that the directors intend to dissolve the company within the next 12 months and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1. Our opinion is not modified in respect of this matter.

The audit report was signed by Caroline Peverett BA FCA on behalf of Tuerner Audit Limited.