REGISTERED NUMBER: 07027212 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

LIFT BRANDS UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr P T Early

Mr T A Menzies

Mr. K Yates

SECRETARY:

Mr P T Early

REGISTERED OFFICE:

5 Bath Street

Ground Floor Lower Ground

London

EC1V 9LB

REGISTERED NUMBER:

07027212 (England and Wales)

AUDITORS:

Cube Partners Limited

Chartered Accountants and Registered Auditors

5 Giffard Court

Millbrook Close

Northampton

Northamptonshire

NN5 5JF

FIXED ASSETS

Intangible assets

4

29,325

357,453

Tangible assets

5

72,967

59,114

Investments

6

-

-

102,292

416,567

CURRENT ASSETS

Stocks

98,442

19,339

Debtors

7

2,146,291

1,018,211

Cash at bank

331,442

698,193

2,576,175

1,735,743

CREDITORS

Amounts falling due within one year

8

4,148,024

3,926,516

NET CURRENT LIABILITIES

(1,571,849

)

(2,190,773

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,469,557

)

(1,774,206

)

CREDITORS

Amounts falling due after more than one year

9

(961,243

)

(536,165

)

PROVISIONS FOR LIABILITIES

(14,705

)

(11,441

)

NET LIABILITIES

(2,445,505

)

(2,321,812

)

CAPITAL AND RESERVES

Called up share capital

1

1

Share premium

999

999

Retained earnings

(2,446,505

)

(2,322,812

)

SHAREHOLDERS' FUNDS

(2,445,505

)

(2,321,812

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 7 May 2026 and were signed on its behalf by:

Mr P T Early - Director

1.	STATUTORY INFORMATION

Lift Brands Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amounts 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 revision and future periods where the revision affects both current and future periods.

Turnover

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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

Franchising

The Company derives revenues from the sale of franchises and related services to franchisees. The Company receives initial franchise fees, royalties and revenues from providing product and services to franchises and rebates from certain vendors used by the Company and its franchises.

The Company received rebates from certain vendors used by the franchisee that are recorded as service and sales revenue when franchisees purchase equipment and the related equipment is delivered to the franchisee.

Insurance

The Company pays the insurer directly for all franchisees. Premiums are then collected by the Company from the franchisees through it's monthly franchise billing process.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Licences are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold

-

15% on cost

Fixtures and fittings

-

20% on cost

Equipment

-

20% on cost

Tangible fixed assets are stated at historical cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The Company only enters into basic financial instruments transactions that resulted in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the income statement.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

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

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

Long-term franchise fee obligations are considered basic financial liabilities and are initially recognised at the transaction price. Payments due after one year are classified as non-current liabilities in the balance sheet.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

Going concern

In preparing the financial statements, the directors consider it appropriate to continue to use the going concern assumption which assumes that the Company will have sufficient resources to enable it to meet its liabilities as and when they fall due.

The Company reported a loss before tax for the year of £120,429. The Company, continues to show a negative balance sheet position at the balance sheet date.

The Company will continue to rely on the committed support from the ultimate US parent company Snap Fitness Topco, LLC., who are also the major creditors, providing support in its endeavors.

There were no significant changes in the Company's principal activity during the financial year and the directors are not aware at the date of this report of any likely major changes in either the nature or level of the Company's activities in the next year. After making inquiries, the directors believe the Company has adequate financial resources to continue operating for the foreseeable future.

Based on a consideration of the factors above, the directors believe that the going concern basis of preparation is appropriate for the financial statements. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

Provisions for liabilities

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 22 (2024 - 21 ) .

4.	INTANGIBLE FIXED ASSETS

Licences

£

COST

At 1 January 2025

1,533,687

Disposals

(242,250

)

At 31 December 2025

1,291,437

AMORTISATION

At 1 January 2025

1,176,234

Amortisation for year

85,878

At 31 December 2025

1,262,112

NET BOOK VALUE

At 31 December 2025

29,325

At 31 December 2024

357,453

5.	TANGIBLE FIXED ASSETS

Fixtures

Long

and

leasehold

fittings

Equipment

Totals

£

£

£

£

COST

At 1 January 2025

33,404

4,050

29,138

66,592

Additions

-

-

33,686

33,686

At 31 December 2025

33,404

4,050

62,824

100,278

DEPRECIATION

At 1 January 2025

102

815

6,561

7,478

Charge for year

2,226

810

16,797

19,833

At 31 December 2025

2,328

1,625

23,358

27,311

NET BOOK VALUE

At 31 December 2025

31,076

2,425

39,466

72,967

At 31 December 2024

33,302

3,235

22,577

59,114

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

201

PROVISIONS

At 1 January 2025

and 31 December 2025

201

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

-

7.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

274,110

209,970

Amounts owed by group undertakings

1,165,940

-

Other debtors

662,117

606,046

2,102,167

816,016

Amounts falling due after more than one year:

Other debtors

44,124

202,195

Aggregate amounts

2,146,291

1,018,211

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

296,925

289,654

Amounts owed to group undertakings

2,789,670

2,644,246

Taxation and social security

338,904

229,717

Other creditors

722,525

762,899

4,148,024

3,926,516

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

961,243

536,165

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

52,155

57,322

Between one and five years

-

52,155

52,155

109,477

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Steven Jones (Senior Statutory Auditor)

for and on behalf of Cube Partners Limited

12.	RELATED PARTY DISCLOSURES

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

13.	ULTIMATE CONTROLLING PARTY

The Company is controlled by the board of directors acting in concert.

The parent undertaking of the smallest group in which the Company is consolidated is Snap Fitness Inc, a company incorporated in the United States of America.

The Company's ultimate parent undertaking and the largest group in which the Company is consolidated is Snap Fitness Topco, LLC, a company incorporated in the United States of America.

Copies of both financial statements are available from its corporate headquarters, Chanhassen, Minnesota, United States of America.