Registration number:
Repairify UK Ltd.
for the Year Ended 31 December 2025
Repairify UK Ltd.
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Repairify UK Ltd.
Company Information
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Directors |
P R Peace B Seldess |
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Registered office |
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Auditors |
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Repairify UK Ltd.
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025.
Principal activity
Repairify UK Ltd. (“the Company”) acts as the UK holding company for the Repairify group's UK operations, and its group comprises RED (EU) Limited and Red Autocentres (together, “RED”). The principal activity of the group is the maintenance and repair of motor vehicles, comprising:
• the distribution of aftermarket electronic devices designed to run diagnostic tests and calibration services on automotive electrical systems, specifically Advanced Driver Assistance Systems (“ADAS”); and
• the provision of remote automotive diagnostics, calibration and programming services to the collision and mechanical repair markets.
The Company is a subsidiary of Repairify, Inc. (incorporated in the United States of America), which acquired RED (EU) Limited and Red Autocentres to expand into new markets and to augment its service offering in order to better serve customers on a global basis.
Fair review of the business
The group has continued to grow its UK diagnostics and calibration business during the year, supported by increasing calibration volumes across its Belron, Dealer On Demand, Enterprise, and other customer channels, and by continued expansion of the Solafite/Solus calibration network.
The directors monitor the performance of the group by reference to a number of financial and operational key performance indicators (“KPIs”), reported monthly to the Board. Key metrics for the group, reported to the Board, are summarised below;
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Financial KPIs |
Unit |
2025 |
2024 |
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Revenue |
£m |
14.7 |
11.4 |
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EBITDA |
£m |
5 |
2.4 |
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Enterprise scans |
6,800 |
4,400 |
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Mobile revenue contribution |
£m |
.9 |
- |
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Average headcount |
58 |
52 |
During the year, Enterprise volumes grew strongly, up 29.1% year-on-year and exceeding 5,500 scans, while Belron volumes declined slightly by 4.7% year-on-year. Mobile calibration services contributed £0.9m of revenue in the period reported. Overall UK calibration volumes (Belron, Dealer On Demand, Development, Distribution, Enterprise, Follow Up, German Enterprise, MAHLE, and Pay As You Calibrate channels) have remained in the range of approximately 4,000 to 8,000 calibrations per month throughout 2024 and 2025, with Safelite calibration volumes broadly stable at between approximately 3,300 and 8,000 calibrations per month over the same period.
The directors consider that the group's principal financial KPI is revenue growth, supported by non-financial KPIs including calibration/scan volumes by channel and average headcount. As a medium-sized company, the group is not required to report non-financial KPIs, but the directors have chosen to include volume-based metrics above as they consider these to be of assistance to members in understanding the development of the business.
Repairify UK Ltd.
Strategic Report for the Year Ended 31 December 2025
Principal risks and uncertainties
The directors have identified the following as the principal risks and uncertainties facing the group:
• Customer concentration and contract risk – a significant proportion of revenue is derived from a small number of large insurer, dealer and enterprise customers (e.g. Belron), and the loss of, or a material adverse change in the terms of, any key customer relationship could adversely affect trading.
• Technological change – the pace of change in vehicle technology, particularly ADAS, requires continued investment in equipment, software and technician training to remain competitive.
• Competition – the automotive diagnostics and calibration market is competitive, and the group's ability to grow depends on maintaining its market position against existing and new competitors.
• People and skills – the group's operations depend on the recruitment, training and retention of skilled technicians; skills shortages could constrain growth or increase costs.
• Integration risk – the group has grown, and continues to grow, through acquisition (see Subsequent events below), which carries execution and integration risk.
• Foreign exchange risk – as a UK subsidiary of a US parent, the group is exposed to movements in the GBP/USD exchange rate on intercompany transactions and reporting.
• Regulatory and data protection – the group processes vehicle and customer data and must comply with UK data protection and motor industry regulatory requirements.
• Economic conditions – vehicle repair and calibration volumes are influenced by wider economic conditions, including new and used vehicle sales, insurance claims volumes and consumer spending.
Subsequent events
On 2 July 2026, Repairify, Inc., the ultimate parent company of Repairify UK Ltd., acquired Opus IVS US, a group which includes UK, Australian and US entities and operations. The directors do not consider that any other adjusting or non-adjusting events have occurred between the balance sheet date and the date of approval of these financial statements that would require disclosure.
Following the acquisition, the Directors are reviewing the businesses to identify areas of synergy, these include both sales opportunities to cross-sell products and services as well as operational efficiencies through improved working practises.
Future developments
The directors intend to continue growing the group's UK calibration network and Enterprise customer base, building on the volume growth achieved during the year. The group will also assess opportunities arising from the acquisition of Opus US by its ultimate parent, Repairify, Inc., including potential synergies across the UK, Australian and US operations. The directors are not aware of any other likely future developments that would be seriously prejudicial to the interests of the company to disclose.
Repairify UK Ltd.
Strategic Report for the Year Ended 31 December 2025
Approved and authorised by the
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Repairify UK Ltd.
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the for the year ended 31 December 2025.
Directors of the group
The directors who held office during the year were as follows:
Dividends
No dividends were declared or paid during the year (2024: £nil). The directors do not recommend the payment of a final dividend.
Information included in the Strategic Report
Information on the principal activity of the group, a fair review of the business (including key performance indicators), the principal risks and uncertainties facing the group, subsequent events and likely future developments is given in the Strategic Report on pages 2 to 4, and is not repeated here, in accordance with section 414C(11) of the Companies Act 2006.
Financial instruments
The group's principal financial instruments comprise cash and cash equivalents, trade receivables, trade payables, and intercompany balances with fellow group undertakings. The group does not use complex financial instruments and does not undertake any hedging activity.
The group's use of financial instruments gives rise to the following risks:
• Credit risk - the risk that a customer or counterparty fails to meet its contractual obligations. The group manages this risk through credit checks on new customers and ongoing monitoring of outstanding balances.
• Liquidity risk - the risk that the group is unable to meet its financial obligations as they fall due. This risk is managed through regular cash flow forecasting and financial support available from its parent undertaking, Repairify, Inc.
• Cash flow risk - the group's cash flows are principally denominated in sterling, with limited exposure to movements in foreign exchange rates arising from intercompany balances with US group undertakings. The directors do not consider this exposure to be material.
• Price risk - the group's exposure to price risk is limited, as it does not hold material investments or complex financial instruments whose value is exposed to market price movements.
Political donations
Neither the Company nor its subsidiaries made any political donations or incurred any political expenditure during the year.
Qualifying third party indemnity provision
None was in force during either the current or prior period.
Repairify UK Ltd.
Directors' Report for the Year Ended 31 December 2025
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director 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 directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors ML Audit LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
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Repairify UK Ltd.
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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). 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 of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Repairify UK Ltd.
Independent Auditor's Report to the Members of Repairify UK Ltd.
Opinion
We have audited the financial statements of Repairify UK Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including 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).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's 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. |
Basis for opinion
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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 group and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Repairify UK Ltd.
Independent Auditor's Report to the Members of Repairify UK Ltd.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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; or |
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 7, 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
Repairify UK Ltd.
Independent Auditor's Report to the Members of Repairify UK Ltd.
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obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group operates in and how the group is complying with the legal and regulatory framework; |
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inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud; |
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discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
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reviewed manual journal entries for evidence of manipulation or fraudulent activity. |
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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.
For and on behalf of
Freshford House
Redcliffe Way
BS1 6NL
Repairify UK Ltd.
Consolidated Profit and Loss Account for the Year Ended 31 December 2025
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2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating profit |
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Interest payable and similar expenses |
( |
( |
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Profit before tax |
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Tax on profit |
( |
( |
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Profit for the financial year |
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Profit attributable to: |
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Owners of the company |
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The above results were derived from continuing operations.
Repairify UK Ltd.
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2025
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2025 |
2024 |
|
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Profit for the year |
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Foreign currency translation (losses)/gains |
( |
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Total comprehensive income for the year |
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Total comprehensive income attributable to: |
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Owners of the company |
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Repairify UK Ltd.
(Registration number: 11511329)
Consolidated Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
|||
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Intangible assets |
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Tangible assets |
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Current assets |
|||
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Stocks |
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Debtors |
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Cash at bank and in hand |
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
|
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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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Provisions for liabilities |
( |
( |
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
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Share premium reserve |
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Other reserves |
( |
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Profit and loss account |
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Equity attributable to owners of the company |
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Total equity |
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Approved and authorised by the
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Repairify UK Ltd.
(Registration number: 11511329)
Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
|||
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Intangible assets |
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Tangible assets |
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Investments |
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Current assets |
|||
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Stocks |
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Debtors |
|
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Cash at bank and in hand |
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|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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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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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
|||
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Called up share capital |
|
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Share premium reserve |
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Profit and loss account |
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Total equity |
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The company made a profit after tax for the financial year of £3,004,817 (2024 - profit of £1,081,528).
Approved and authorised by the
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Repairify UK Ltd.
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
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Share capital |
Share premium |
Foreign currency translation reserve |
Retained earnings |
Total |
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At 1 January 2025 |
|
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|
|
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Profit for the year |
- |
- |
- |
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Other comprehensive income |
- |
- |
( |
- |
( |
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Total comprehensive income |
- |
- |
( |
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At 31 December 2025 |
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|
( |
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Share capital |
Share premium |
Foreign currency translation reserve |
Retained earnings |
Total |
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At 1 January 2024 |
|
|
( |
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Profit for the year |
- |
- |
- |
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Other comprehensive income |
- |
- |
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- |
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Total comprehensive income |
- |
- |
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At 31 December 2024 |
5,500 |
3,951,210 |
10,997 |
1,017,114 |
4,984,821 |
Repairify UK Ltd.
Statement of Changes in Equity for the Year Ended 31 December 2025
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2025 |
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Profit for the year |
- |
- |
|
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At 31 December 2025 |
|
|
|
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2024 |
|
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|
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Profit for the year |
- |
- |
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At 31 December 2024 |
5,500 |
3,951,210 |
1,193,807 |
5,150,517 |
Repairify UK Ltd.
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Cash flows from operating activities |
|||
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Profit for the year |
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Adjustments to cash flows from non-cash items |
|||
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Depreciation and amortisation |
|
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|
|
(Profit)/loss on disposal of tangible assets |
( |
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Finance costs |
|
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Income tax expense |
|
|
|
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Effect of foreign exchange fluctuations on fixed assets |
( |
- |
|
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Working capital adjustments |
|||
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Decrease in stocks |
|
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Increase in trade debtors |
( |
( |
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(Decrease)/increase in trade creditors |
( |
|
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Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
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Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
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Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
|
|
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Net cash flows from investing activities |
( |
( |
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Cash flows from financing activities |
|||
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Interest paid |
( |
( |
|
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Net increase/(decrease) in cash and cash equivalents |
|
( |
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Cash and cash equivalents at 1 January |
|
|
|
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Cash and cash equivalents at 31 December |
1,912,000 |
512,924 |
|
The company is a qualifying entity for the purposes of FRS 102 and has elected to take the exemption under FRS 102, para 1.12 (b) not to present the company statement of cash flows.
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdon
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
The financial statements are prepared in sterling, which is the functional and presentational currency of the company, and rounded to the nearest £.
Summary of disclosure exemptions
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.
The group relies on the continued support from its ultimate parent company, Repairify Holdings LLC, which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Key sources of estimation uncertainty
In the application of the group accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors consider that the key estimate used in the preparation of the financial statements is the rate of amortisation of the group’s intangible assets. The rates stated on page 19 have been derived using advice from third party experts, and the directors’ consideration of the expected customer attrition rates. The directors acknowledge that there is a high level of estimation uncertainty attached to the derivation of such amortisation rates.
The group applies a 10% royalty rate for the purposes of determining the royalty expense and associated transfer pricing implications. This rate is subject to estimation uncertainty, as it is based on a proposed percentage range that remains under review. Management considers the 10% rate to be a reasonable estimate within the expected range; however, any changes to the final agreed rate could have a material impact on both the recognised royalty expense and the related transfer pricing position.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group's activities. Turnover is shown net of sales/value added tax, returns, volume rebates and settlement and trade discounts.
Revenue from the sale of goods and provision of services is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Finance income and costs policy
Interest income and expenses are recognised using the effective interest rate method.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is provided at appropriate rates on all timing differences only to the extent that, in the opinion of the directors, there is a reasonable probability that a liability of asset will crystallise in the foreseeable future. Deferred tax is recovered using tax rates expected to apply at the reversal of the timing difference.
Deferred and current taxation assets or liabilities are not discounted.
Tangible assets
Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Short leasehold land and buildings |
Terms of the lease, straightline |
|
Furniture, fittings and fixtures |
20% to 33.3% on cost |
|
Plant and machinery |
20% on costs and 20% on reducing balance |
|
Motor vehicles |
25% reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Intangible assets
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
|
Trademarks and customer relationships |
5% - 6.67% straight line |
|
Internally generated software development costs |
5% straight line |
Investments
Investment in subsidiaries are stated at cost less impairment.
Where there are indicators of impairment, the directors undertake an impairment review to ensure that carrying value of investments does not exceed their recoverable value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Where the company acts as a lessor and substantially all risks and rewards of ownership are transferred to the lessee, the arrangement is treated as a finance lease. Amounts due from the lessee are recognised as finance lease receivables, measured at the net investment in the lease.
Finance income is recognised over the lease term to produce a constant rate of return on the net investment. Lease payments received are allocated between a reduction in the receivable and finance income. Finance lease receivables are reviewed for impairment at each reporting date, and any losses are recognised in profit or loss.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
|
Operating profit |
Arrived at after charging/(crediting):
|
2025 |
2024 |
|
|
Depreciation expense |
131,971 |
161,270 |
|
Amortisation expense |
446,874 |
446,874 |
|
Foreign exchange gains |
(105,504) |
(55,649) |
|
Profit on disposal of property, plant and equipment |
(15,762) |
- |
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange losses |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Technicians |
|
|
|
Administration and support |
|
|
|
Sales, marketing and distribution |
|
|
|
|
|
During the year, the parent company employed an average of 50 (2024: 36) staff.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
360,801 |
243,936 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
32,000 |
22,000 |
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Taxation |
Tax charged/(credited) in the income statement:
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
- |
( |
|
1,220,251 |
532,196 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
- |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Deferred tax credit relating to changes in tax rates or laws |
( |
( |
|
Total tax charge |
|
|
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Intangible assets |
Group
|
Goodwill |
Trademarks and customer relationships |
Internally generated software development costs |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2025 |
|
|
|
|
|
At 31 December 2025 |
|
|
|
|
|
Amortisation |
||||
|
At 1 January 2025 |
|
|
|
|
|
Amortisation charge |
|
|
|
|
|
At 31 December 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2025 |
|
|
|
|
|
At 31 December 2024 |
|
|
|
|
Company
|
Internally generated software development costs |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2025 |
|
|
|
At 31 December 2025 |
|
|
|
Amortisation |
||
|
At 1 January 2025 |
|
|
|
Amortisation charge |
|
|
|
At 31 December 2025 |
|
|
|
Carrying amount |
||
|
At 31 December 2025 |
|
|
|
At 31 December 2024 |
|
|
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Tangible assets |
Group
|
Short leasehold land and buildings |
Furniture, fittings and equipment |
Plant and machinery |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||||
|
At 1 January 2025 |
|
|
|
|
|
|
Additions |
- |
|
|
- |
|
|
Disposals |
- |
( |
- |
- |
( |
|
Foreign exchange movements |
- |
|
- |
- |
|
|
At 31 December 2025 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 January 2025 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
Eliminated on disposal |
- |
( |
- |
- |
( |
|
Foreign exchange movements |
- |
|
- |
- |
|
|
At 31 December 2025 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 December 2025 |
|
|
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Company
|
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2025 |
|
|
|
Additions |
|
|
|
Disposals |
( |
( |
|
At 31 December 2025 |
|
|
|
Depreciation |
||
|
At 1 January 2025 |
|
|
|
Charge for the year |
|
|
|
Eliminated on disposal |
( |
( |
|
At 31 December 2025 |
|
|
|
Carrying amount |
||
|
At 31 December 2025 |
|
|
|
At 31 December 2024 |
|
|
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Unit 1 Bilton Way, Luton, England, LU1 1UU |
|
|
|
|
England & Wales |
||||
|
|
Unit 1 Bilton Way, Luton, England, LU1 1UU |
|
|
|
|
England & Wales |
||||
|
|
Via Manfredo Camperio, Milan |
|
|
|
|
Italy |
||||
|
|
Herikerbergweg 238, Amsterdam, 1101 CM |
|
|
|
|
The Netherlands |
||||
For the year ending 31 December 2025 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:
|
Red (EU) Limited |
|
Red Autocentres Ltd |
Company
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2025 |
|
|
At 31 December 2025 |
|
|
Carrying amount |
|
|
At 31 December 2025 |
|
|
At 31 December 2024 |
|
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other inventories |
|
|
|
|
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2025 |
2024 |
2025 |
2024 |
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
|
|
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
|
|
|
|
||
Trade debtors are stated after a provision for impairment of £304,448 (2024 - £358,095). Other debtors are stated after an impairment of £Nil (2024 - £259,158).
|
Group |
Company |
|||
|
Non-current |
2025 |
2024 |
2025 |
2024 |
|
Other debtors |
|
|
- |
|
|
|
|
- |
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash at bank |
|
|
|
|
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
- |
|
- |
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Other creditors |
|
|
- |
- |
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
1,712,296 |
824,376 |
1,475,358 |
720,404 |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
- |
|
- |
|
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
- |
|
||
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 January 2025 |
|
|
|
Reduction in provision |
( |
( |
|
At 31 December 2025 |
|
|
|
|
||
Company
|
Deferred tax |
Total |
|
|
At 1 January 2025 |
|
|
|
Reduction in provision |
( |
( |
|
At 31 December 2025 |
|
|
|
|
||
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £1,853 (2024 - £1,816) were payable to the scheme at the end of the year and are included within creditors.
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
5,500 |
|
5,500 |
Rights, preferences and restrictions
|
Ordinary have the following rights, preferences and restrictions: |
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other borrowings |
- |
|
- |
|
The non-current borrowing consists of a long term loan bearing interest at a rate of 6.00% per annum. The loan principal is due for repayment on the 17 March 2026.
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other borrowings |
|
- |
|
- |
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
|
Analysis of changes in net debt |
Group
|
At 1 January 2025 |
Financing cash flows |
Foreign exchange movements |
Other non-cash changes |
At 31 December 2025 |
|
|
Cash and cash equivalents |
|||||
|
Cash |
512,924 |
1,399,076 |
- |
- |
1,912,000 |
|
Borrowings |
|||||
|
Long term borrowings |
(4,047,630) |
- |
- |
4,047,630 |
- |
|
Short term borrowings |
- |
- |
278,207 |
(4,047,630) |
(3,769,423) |
|
(4,047,630) |
- |
278,207 |
- |
(3,769,423) |
|
|
|
|||||
|
( |
|
|
- |
( |
|
Company
|
At 1 January 2025 |
Financing cash flows |
Foreign exchange movements |
Other non-cash changes |
At 31 December 2025 |
|
|
Cash and cash equivalents |
|||||
|
Cash |
210,485 |
1,324,453 |
- |
- |
1,534,938 |
|
Borrowings |
|||||
|
Long term borrowings |
(4,047,630) |
- |
- |
4,047,630 |
- |
|
Short term borrowings |
- |
- |
278,207 |
(4,047,630) |
(3,769,423) |
|
(4,047,630) |
- |
278,207 |
- |
(3,769,423) |
|
|
( |
|
|
- |
( |
|
|
|
|||||
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Related party transactions |
The company has taken advantage of exemptions under ther 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.
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.
Loans to related parties
|
2025 |
Key management |
Other related parties |
Total |
|
At start of period |
|
|
|
|
Advanced |
- |
|
|
|
Repaid |
( |
- |
( |
|
At end of period |
- |
|
|
|
|
|||
|
2024 |
Key management |
Other related parties |
Total |
|
At start of period |
- |
|
|
|
Advanced |
|
|
|
|
Repaid |
- |
( |
( |
|
At end of period |
|
|
|
|
|
|||
Terms of loans to related parties
Loans from related parties
|
2025 |
Key management |
Total |
|
Advanced |
|
|
|
At end of period |
|
|
|
|
||
|
2024 |
Key management |
Total |
|
At start of period |
|
|
|
Repaid |
( |
( |
|
At end of period |
- |
- |
|
|
||
Terms of loans from related parties
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Company
Loans to related parties
|
2025 |
Key management |
Other related parties |
Total |
|
At start of period |
|
|
|
|
Advanced |
- |
|
|
|
Repaid |
( |
- |
( |
|
At end of period |
- |
|
|
|
|
|||
|
2024 |
Key management |
Other related parties |
Total |
|
Advanced |
|
|
|
|
At end of period |
|
|
|
|
|
|||
Terms of loans to related parties
Loans from related parties
|
2025 |
Key management |
Total |
|
Advanced |
|
|
|
At end of period |
|
|
|
|
||
|
2024 |
Key management |
Total |
|
At start of period |
|
|
|
Repaid |
( |
( |
|
At end of period |
- |
- |
|
|
||
Terms of loans from related parties
Repairify UK Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
These are the smallest consolidated financial statement that include the company and its subsidiaries.
The largest group in which the results of the company are consolidated is that headed by Repairify Holdings LLC. The registered office address of Repairify Holdings LLC is 5700 Tennyson Parkway, Suite 600, Plano, TX 75024 USA.
|
Post balance sheet events |
|
|