PLAY SPORTS NETWORK LIMITED

PLAY SPORTS NETWORK LIMITED

Frankfurt am Main

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

PLAY SPORTS NETWORK LIMITED /
London/UK

Registered number: 08265494

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

COMPANY INFORMATION

CONTENTS

Strategic report

Directors' report

Directors' responsibilities statement

Independent auditors' report

Statement of comprehensive income

Statement of financial position

Statement of changes in equity

Notes to the financial statements

STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

INTRODUCTION

The Directors present their strategic report for the year ended 31 December 2023.

BUSINESS REVIEW

Key Operational Developments

Following a strategic review by Warner Bros. Discovery GCN+ was closed on 19 December 2024.

Furthermore, in June 2024 WBD Sports Holding Limited (formerly Play Sports Group Limited) reduced its shareholding in Play Sports Network, the Company from a majority shareholding to a minority shareholding. More details can be found in note 24 of the accounts.

Revenue, EBITDA and Cashflow

The principal activity of the Company during the year under review was video production activities.

Play Sports Network grew revenues by 10%, from £21.9m in 2022 to £24.0m in 2023, while EBITDA ^*1 loss increased from 6.1m in 2022 to £8.9m in 2024. The increased loss was largely driven by exceptional restructuring costs due to closing GCN+. More information details on the exceptional costs can be found in note 11.

EBITDA translated into a cash inflow of £1.6m and cash and cash equivalents of £3.8m at the end of the year.

^*1 EBITDA is calculated as a loss before tax of £9.4m (2022: £7.5m), adjusted to exclude depreciation of £0.4m (2022: £0.6m) and amortisation of £0.1m (2022: £0.8m).

The Key Performance Indicators are considered to be revenue and EBITDA, which are set out above.

PRINCIPAL RISKS AND UNCERTAINTIES

General Economic and Political Risks

Play Sports trades with brand partners and consumers located around the world, and many of the services undertaken relate to marketing and promotional activity. Partners' marketing budgets may be affected by general uncertainty or adverse changes in the economic environment and by related movements in exchange rates that impact the relative cost of the company's services and products in other territories. Macroeconomic inflation factors will affect our customers, but we're confident that our brand's strength and value will help mitigate the impact of this.

Financial Risk Management

Play Sports Network is exposed to credit risk through its dealings with customers but closely monitors its exposure. Where appropriate, Play Sports Network seeks to implement billing and credit terms that reduce this risk. Similarly, the company is exposed to foreign exchange risk, where it trades with customers in foreign currency but tries to limit it by trading in sterling wherever possible and restricting any alternative arrangements to US dollars or euros.

CONCLUSION

Play Sports Network and its Directors are optimistic about the future. They plan to refocus the business on its core products making a step up in content for its global community and partners.

This report was approved by the board on 19 / 12 / 2024 and signed on its behalf.

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

PRINCIPAL ACTIVITIES

The principal activity of the Company during the year under review was video production activities.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £9,436,146 (2022:loss £7,506,139).

The Company has not declared any dividends during the current or prior financial year.

DIRECTORS

The directors who served during the year were:

N Kataria (resigned 2 April 2024)

A Georgiou

FUTURE DEVELOPMENTS

There are no plans to change the nature of the company's activities for the foreseeable future, and projects are planned to ensure future revenues are maximised.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

Certain directors benefitted from qualifying third party indemnity provisions in place during the financial year and at the date of this report.

MATTERS COVERED IN THE STRATEGIC REPORT

The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Directors' Report (Financial Risk Management) are considered by the directors to be of strategic importance, these have been provided in the Strategic Report.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

POST BALANCE SHEET EVENTS

After the year-end, Play Sports Group Limited reduced its shareholding in the Company from a majority shareholding to a minority shareholding. Further details can be found in note 24.

AUDITORS

The auditors, Bishop Fleming LLP, 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.

30 Monmouth Street

Bath

BA1 2AP

DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2023

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

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 to 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.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLAY SPORTS NETWORK LIMITED

OPINION

We have audited the financial statements of Play Sports Network Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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).

In our opinion the financial statements:

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

REPORTING ON OTHER INFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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.

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

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:

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' responsibilities statement set out on page 5, 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.

AUDITORS' 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 Auditors' 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.

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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, we considered the following:

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud, and incorrect recognition of revenue was identified as the greatest potential area for fraud.

In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or avoid a material penalty. These included health and safety regulations and employment law.

Our procedures to respond to risks identified included the following:

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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

Bishoo Flemina LLP

Chartered Accountants

Statutory Auditors

10 Temple Back

Bristol

BS1 6FL

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2023

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

The notes on pages 13 to 27 form part of these financial statements.

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

The notes on pages 13 to 27 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023

The notes on pages 13 to 27 form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

1. GENERAL INFORMATION

Play Sports Network Limited is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales.

Its registered trading office is 30 Monmouth Street, Bath, BA1 2AP.

2. ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The accounting policies have been applied consistently, other than where new policies have been adopted.

The following principal accounting policies have been applied:

2.2 FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

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":

This information is included in the consolidated financial statements of Warner Bros. Discovery as at 31 December 2023 and these financial statements may be obtained from http://ir.corporate.discovery.com.

2.3 GOING CONCERN

The Company's business activities, together with the factors likely to affect its future development and position, are set out in the strategic report.

The Directors have at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

2.4 FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5 REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue consists of advertising, brand partnerships, subscription revenue, sublicensing revenue and sale of goods.

Digital revenue is made up of Advertising, Brand Partnerships and Subscription Revenue and is recognised as the service is provided to the customer per terms of the agreement.

For goods sold, the revenue is recognised when the goods are delivered to the customer. Sublicensing revenue is recognised over the period of time as the benefits are availed by sublicensee.

Amounts received in advance are held as deferred income on the balance sheet until the services are provided to the customers.

2.6 OPERATING LEASES: THE COMPANY AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7 RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which is 2 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8 FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9 PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.10 TAXATION

The tax currently payable is based on taxable profit for the financial year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements, except that:

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

2.11 EXCEPTIONAL ITEMS

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.12 INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

The development expenses will be amortised over two years on a straight line basis.

2.13 TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14 IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.15 STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to sell. The impairment loss is recognised immediately in profit or loss.

2.16 DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17 CASH AND CASH EQUIVALENTS

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.

2.18 CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19 PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

2.20 FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in ordinary shares.

These financial instruments are accounted for in line with section 11 and 12 of FRS 102.

3. JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The critical accounting estimates and assumptions impacting these financial statements are:

(a) Useful economic lives of tangible fixed assets - The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

4. TURNOVER

An analysis of turnover by class of business is as follows:

All turnover arose within the United Kingdom.

Digital revenue is made up of Advertising, Brand Partnerships and Subscription Revenue.

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

6. AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors:

The Company has taken advantage in the prior year of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

7. EMPLOYEES

Staff costs were as follows:

The average monthly number of employees, including the directors, during the year was as follows:

8. DIRECTORS' REMUNERATION

All Directors in office during the year were remunerated by Warner Bros. Discovery Inc, the ultimate parent undertaking and controlling party, at year-end.

Details of the Directors remuneration can be found in the above companies' Financial Statements. It is not possible to make an appropriate apportionment for the element of remuneration which relates to the Company.

9. INTEREST PAYABLE AND SIMILAR EXPENSES

10. TAXATION

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2022:higher than) the standard rate of corporation tax in the UK of 23.52% (2022: 19%). The differences are explained below:

There are unrecognised deferred tax assets of £3,065,025 (2022: £2,962,557) made up primarily of tax losses carried forward. This balance remains unrecognised as there is no present indication that it could be used against future taxable income.

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

11. EXCEPTIONAL ADMINISTRATIVE EXPENSES

Restructuring costs relate to costs incurred in closing down the GCN+ service and GCN App on 19 December 2023.

Dilapidations costs relate to future expected costs required to restore a leased building to its fair condition at the end of the lease term.

Onerous lease costs relate to costs to be incurred on a leased building where the costs of meeting this lease agreement exceed the economic benefits expected to be received under it.

12. INTANGIBLE ASSETS

13. TANGIBLE FIXED ASSETS

14. STOCKS

Included in the above is a provision of £238,860 (2022: £246,000) against the carrying value of the stocks.

15. DEBTORS

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

16. CASH AT BANK AND IN HAND

17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

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

18. PROVISIONS

The dilapidations provision relate to future expected costs required to restore a leased building to its fair condition at the end of the lease term.

The onerous lease provision relates to costs to be incurred on a leased building where the costs of meeting this lease agreement exceed the economic benefits expected to be received under it.

The restructuring provision relates to a redundancy programme that was announced pre year-end and were settled during 2024.

19. SHARE CAPITAL

All shares rank pari passu in terms of right and conditions as at 31 December 2023.

20. RESERVES

Share premium account

The share premium account includes any premiums received on issue of share capital.

Capital contribution reserve

The capital contribution reserve relates to share based payments that will be settled via share issues in the parent entity. These contributions are non-refundable, have no entitlement to dividends, interest or assets of the company on winding up and the reserve is considered distributable.

Profit and loss account

This reserve contains all current and prior year accumulated profits which are considered distributable.

21. PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £363,185 (2022: £336,397). Contributions totalling £101,543 (2022: £77,115) were payable to the fund at the reporting date and are included in creditors.

22. COMMITMENTS UNDER OPERATING LEASES

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

23. RELATED PARTY TRANSACTIONS

During the year, the company made sales of £54,682 (2022: 635,023) and purchases of £1,847,841 (2022: 596,985) to Shift Active Media Limited, an entity under common control of key management personnel. At the year end the company was owed £50,922 (2022: £345,389) and owed £74,602 (2022: £22,981) to Shift Active Media Limited.

At the year end the company owed S.A. Wear Limited £44,520 (2022: £44,520). There were no balances due from S.A. Wear Limited at the year end and no sales or purchases were made within the year.

The company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group undertakings.

24. POST BALANCE SHEET EVENTS

After the year-end, WBD Sports Holding Limited (formerly Play Sports Group Limited) reduced its shareholding in the Company from a majority shareholding to a minority shareholding.

As a result, WBD Sports Holding Limited (formerly Play Sports Group Limited) is no longer to be considered the immediate parent and Warner Bros. Discovery Inc is no longer considered to be the ultimate controlling party.

S.A. Wear Ltd and P Walter have both become minority shareholders in the Company after the year-end and as a result there is not considered to be an ultimate controlling party post year-end.

On 30 September 2024, the Company issued 1,256,056 Deferred shares to Warner Bros. Discovery Inc, for consideration of £1,256,056. These shares have no right to vote.

On the 10th June 2024, WBD Sports Holding Limited (formerly Play Sports Group Limited), by way of capital contribution, agreed to contribute its £33,197,503 debt outstanding from Play Sports Newtork Limited, for no consideration.

25. CONTROLLING PARTY

As at the year-end, The Company's immediate parent was WBD Sports Holding Limited (formerly Play Sports Group Limited). The registered office of WBD Sports Holding Limited (formerly Play Sports Group Limited) is Chiswick Park Building 2, 566 Chiswick High Road, London, England, W4 5YB.

As at the year-end, the ultimate parent undertaking and controlling party was Warner Bros. Discovery Inc, a company incorporated in USA, which is the parent of the smallest and largest group to consolidate these financial statements. Warner Bros. Discovery Inc's consolidated financial statements can be obtained from the corporate website: http://ir.corporate.discovery.com. The registered headquarters are located in New York City at 230 Park Ave. South.

After the year-end, there is considered to be no immediate parent or ultimate controlling party, as described in note 24.