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Registered number: 11603455









ZEPP HEALTH UK LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ZEPP HEALTH UK LIMITED
REGISTERED NUMBER: 11603455

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
4,203
7,795

Investments
 5 
1,005
-

  
5,208
7,795

Current assets
  

Stocks
 6 
625,420
237,458

Debtors: amounts falling due within one year
 7 
2,251,827
903,705

Cash at bank and in hand
  
343,613
1,299,981

  
3,220,860
2,441,144

Creditors: amounts falling due within one year
 8 
(3,099,716)
(2,499,942)

Net current assets/(liabilities)
  
 
 
121,144
 
 
(58,798)

Total assets less current liabilities
  
126,352
(51,003)

  

Net assets/(liabilities)
  
126,352
(51,003)


Capital and reserves
  

Called up share capital 
  
100
100

Capital redemption reserve
  
86,496
52,589

Profit and loss account
  
39,756
(103,692)

  
126,352
(51,003)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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






Bin Fan
Page 1

 
ZEPP HEALTH UK LIMITED
REGISTERED NUMBER: 11603455
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

Director

Date: 27 June 2025

The notes on pages 4 to 13 form part of these financial statements.

Page 2

 
ZEPP HEALTH UK LIMITED
 

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


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
100
46,085
(162,777)
(116,592)


Comprehensive income for the year

Profit for the year
-
-
59,085
59,085
Total comprehensive income for the year
-
-
59,085
59,085

Share option charge
-
6,504
-
6,504



At 1 January 2023
100
52,589
(103,692)
(51,003)


Comprehensive income for the year

Profit for the year
-
-
143,448
143,448
Total comprehensive income for the year
-
-
143,448
143,448

Share option charge
-
33,907
-
33,907


At 31 December 2023
100
86,496
39,756
126,352


The notes on pages 4 to 13 form part of these financial statements.

Page 3

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The principal activity of Zepp Health UK Limited "the Company" is that of the sale of smart health devices through online platforms.
The Company is a private company limited by shares incorporated in England and Wales. 
The Registered Office address is 200 Brook Drive, Green Park, Reading, Berkshire, RG2 6UB.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. The directors have a reasonable expectation that the Company has adequate resources to meet future working capital requirements and to continue in operation.
The company has obtained a letter of support from its ultimate parent company. The directors have provided a comittment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for the foreseeable future being a period in excess of 12 months and a day following the signing of the audit report. As a result of this committment the director has continued to adopt the going concer basis in prepapring these financial statements.

 
2.3

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. Non-monetary 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.

Page 4

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

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. The following criteria must also be met before revenue is recognised:

Turnover is measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
Turnover of the company consists of sales of goods to external customers and intergroup sales with group companies. 
Sales of goods are recognised when goods are delivered and the risks and rewards are transferred to the customer. 
Intergroup sales is a cost recharge to group companies. This is charged in accordance with their agreements and recognised when re-chargeable expenses are incurred.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 5

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 6

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

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:

Computer equipment
-
over 3 to 5 years

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.

 
2.10

Valuation of investments

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average 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 complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

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.

 
2.13

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 related parties and investments in ordinary shares.


 
Page 7

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.13
Financial instruments (continued)

(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income and Retained Earnings.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
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 payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. 
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Employees

The average monthly number of employees, including directors, during the year was 6 (2022 - 9).

Page 8

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Tangible fixed assets





Fixtures and fittings

£



Cost


At 1 January 2023
9,746


Disposals
(1,787)



At 31 December 2023

7,959



Depreciation


At 1 January 2023
1,951


Charge for the year on owned assets
2,082


Disposals
(277)



At 31 December 2023

3,756



Net book value



At 31 December 2023
4,203



At 31 December 2022
7,795


5.


Fixed asset investments





Other fixed asset investments

£



Cost


Additions
1,005



At 31 December 2023
1,005




Page 9

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Stocks

2023
2022
£
£

Finished goods and goods for resale
625,420
237,458

625,420
237,458



7.


Debtors

2023
2022
£
£


Trade debtors
354,649
358,812

Amounts owed by group undertakings
1,896,522
503,043

Other debtors
305
20,216

Prepayments and accrued income
-
21,634

Deferred taxation
351
-

2,251,827
903,705


The amounts owed by group undertakings are unsecured, repayable on demand and are interest-free.


8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
17,234
2,699

Amounts owed to group undertakings
2,919,003
2,205,074

Corporation tax
10,586
-

Other taxation and social security
33,557
134,963

Other creditors
-
5,227

Accruals and deferred income
119,336
151,979

3,099,716
2,499,942


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

Page 10

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Share-based payments

At the year end the Company had a equity settled share based payment scheme in operation with its employees; the 2018 Share Incentive Plan: Restricted Share Unit Awards (RSU).
The equity awarded is that of the ultimate parent company Zepp health Corporation (incorporated in the Cayman Islands). The 2018 Share Incentive Plan awards the shares to the employees over a 1 to 5 year period.

Number
2023
Number
2022

Outstanding at the beginning of the year

4,800

8,000
 
Granted during the year

113,940

12,000
 
Exercised during the year

(113,940)

(15,200)
 
Outstanding at the end of the year
4,800

4,800
 

2023
2022

Option pricing model used


Binomial Model

Binomial Model
 
Weighted average share price (USD)


26.77

23.18
 
Exercise price (USD)


0

0
 
Weighted average contractual life (days)


3650

3650
 
Expected volatility


52.68%

52.45%
 
Expected dividend growth rate


0%

0%
 
Risk-free interest rate


4.05%

4.25%
 

2023
2022
£
£


Equity-settled schemes
33,907
6,504

33,907
6,504


10.


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. Contributions totalling £NIL (2022 - £NIL) were payable to the fund at the reporting date and are included in creditors.

Page 11

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Related party transactions

The Company has taken advantage of the exemption conferred by section 33.1A of Financial Reporting Standard 102: Related Party Disclosures, from the requirement to disclose transactions with other wholly-owned group undertakings.


12.


Controlling party

At the balance sheet date the Company was a wholly-owned subsidiary undertaking of Zepp Europe Holding B.V. a company incorporated in the Netherlands with its registered office situated at Joop Geesinkweg 901, 1114AB Amsterdam-Duivendrecht, Netherlands. 
The ultimate parent company is Zepp Health Corporation, a company incorporated in Cayman Islands with its registered office situated at the offices of Maples Corporate Services Limited at PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Zepp Health Corporation is the largest and only group company to prepare consolidated financial statements.

Page 12

 
ZEPP HEALTH UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was qualified.

The qualification in the audit report was as follows:

Disclaimer of opinion
We have been engaged to audit the financial statements of Zepp Health UK 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).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
The auditors in the prior year issued a disclaimer of opinion over the comparitive figures as follows:
 
Sufficient evidence was unable to be obtained over the full amount of turnover from non-group companies to the value of £657,691. 
There were discrepancies in the quantities of stock sold by the company and the quantities received by the customer, which management were unable to reconcile.
They were unable to obtain sufficient audit evidence over stock to the value of £237,458 and therefore unable to conclude on the accuracy of Cost of Sales with a balance of £384,034 and therefore retained earnings as at 31 December 2022.

It was not practicable to quantify the full financial effects of these potential misstatements. As a result they were unable to determine whether any adjustments might have been found necessary in respect of Stock, Turnover, Taxation and social security creditor, Deferred revenue, Trade debtors and the elements making up the Income Statement and Statement of Financial Position.
In the current year we were unable to obtain sufficient evidence over stock to the value of £625,420 and therefore unable to conclude on the accuracy of Cost of Sales with a balance of £608,280 and Retained Earnings as at 31 December 2023.
As a result of these issues we were unable to satisfy ourselves over the reliability of the financial statements as a whole.

The audit report was signed on 27 June 2025 by Nick Bishop FCA (Senior Statutory Auditor) on behalf of BKL Audit LLP.

 
Page 13