Company registration number 06763541 (England and Wales)
THRIVE TRIBE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
THRIVE TRIBE LIMITED
COMPANY INFORMATION
Directors
Dean Barber
(Appointed 31 October 2024)
Timothy Roberts
Secretary
Dean Barber
Company number
06763541
Registered office
167-169 Great Portland Street
5th Floor
London
W1W 5PF
Auditor
Buckle Barton Limited
Techno Centre
Station Road
Horsforth
Leeds
LS18 5BJ
Bankers
Santander UK Plc
2 Triton Square
London
NW1 3DU
THRIVE TRIBE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 26
THRIVE TRIBE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Review of the business

The company delivered another strong financial performance with turnover for the year ended 30 September 2025 growing by 23% to £2 0,745,725 (year ended 30 September 2024: £16,857,040) and profit before taxation increasing to £1,576,614 (year ended 30 September 2024: £776,897). The turnover increase came from a combination of existing contract growth and new customer contracts secured.

The company holds long-term service contracts with Local Authorities and the NHS, providing the following in- person and digital (remote) services across the United Kingdom:

- Health and wellbeing;

- Smoking cessation;

- Weight management;

- Physical activity; and

- Diabetes prevention

In prior years the group overheads had been absorbed by Thrive Tribe Group Limited and subsequently covered by an upstream dividend from Thrive Tribe Limited. In the current year, as a change in internal policy, individual group entities have been responsible for payment and procurement of these overheads instead.

Principal risks and uncertainties

The board have identified risks and uncertainties to which the business is exposed. The most significant of these and the approach to mitigating these risks are:

Changes in tax laws, regulations and government spending and policy

The board keeps itself up to date with national news, press releases and communications with the NHS and other appropriate bodies, taking steps to address any relevant changes. The trend for Government investment in preventative healthcare continues to look very positive with significant opportunities to tender for new business.

Failure to meet statutory clinical standards and/or risk of breaching legal requirements around clinical safety and information governance.

The company has a dedicated Clinical Director and a very strong focus on clinical governance. All staff, including those in patient-facing roles, are appropriately qualified and trained to perform their duties.

Loss of management or key staff

Incentive schemes are in place to help retain key personnel. The company’s retention rates are consistently high and well above industry norms, with an attractive benefits package offered to all staff.

Economic risks

The board has monitored the impact of higher inflation rates and higher interest rates (in comparison to historical averages). For the year end 30 September 2025 neither have been deemed to have had a material impact on the company’s operations, trading results or cash flow.

The board meets on a regular basis to identify any new exposures as they arise and where appropriate discuss the management and mitigation of such risks that have been identified.

Development and performance

The company has continued to focus on expanding its coverage with Local Authorities of its preventative healthcare interventions and services and developing its digital, hybrid and face to face offerings, along with leveraging its position as a preferred supplier on the National Diabetes Prevention Programme.

THRIVE TRIBE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -
Key performance indicators

Whilst there are many financial and operating measures regularly monitored by the company, the primary financial metrics are:

- Company turnover for the year ended 30 September 2025 was £20,745,725 compared with £16,857,040 for the year ended 30 September 2024.

- Gross profit for the year ended 30 September 2025 was £15,995,777 compared with £13,751,655 for the year ended 30 September 2024.

- Operating profit for the year ended 30 September 2025 was £1,595,032 compared with £821,301 for the year ended 30 September 2024

- Profit before tax for the year ended 30 September 2025 was £1,576,614 compared with £776,897 for the year ended 30 September 2024.

Financial instruments

The board consider the company’s interest rate and liquidity risk from its borrowings to be low. All funding is provided by the company’s ultimate parent undertaking. Interest is not charged on any intercompany borrowings by the company.

The company has exposure to credit risk from customers not paying on time, however, customers are all either NHS bodies or Local Authorities, and as such this is considered to be a low risk.

Research and development

The company has continued to invest in and develop its digital solutions alongside providing face-to-face interventions.

Outlook

The directors will continue with their strategy to grow the company’s preventative health and wellbeing offerings with Local Authorities and the NHS.

The board views the future and growth prospects of the company with confidence. On behalf of the board

Dean Barber
Director
10 June 2026
THRIVE TRIBE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company continued to be he provision of health and wellbeing services.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid to the parent company amounting to £1,211,000. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Brendan Fatchett
(Resigned 2 December 2025)
Dean Barber
(Appointed 31 October 2024)
Timothy Roberts
Andrew Brundle
(Resigned 31 October 2024)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

Statement of directors' responsibilities

The directors are responsible 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 company and of the profit or loss of the company for that period.

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

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

THRIVE TRIBE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -

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 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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Dean Barber
Director
10 June 2026
THRIVE TRIBE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THRIVE TRIBE LIMITED
- 5 -
Opinion

We have audited the financial statements of Thrive Tribe Limited (the 'company') for the year ended 30 September 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 30 September 2025 and of its 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's 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 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 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

THRIVE TRIBE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THRIVE TRIBE LIMITED (CONTINUED)
- 6 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

Auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

- We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation.

- We enquired of the directors for evidence of non compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.

- We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any instances of fraud that had taken place during the accounting period.

- The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks.

- We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.

- We enquired of the directors about actual and potential litigation and claims.

- We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.

- In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.

THRIVE TRIBE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THRIVE TRIBE LIMITED (CONTINUED)
- 7 -

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non compliance with laws and regulations and cannot be expected to detect all fraud and non compliance with laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

Ian Meek ACA FCCA (Senior Statutory Auditor)
For and on behalf of Buckle Barton Limited, Statutory Auditor
Chartered Accountants
Techno Centre
Station Road
Horsforth
Leeds
LS18 5BJ
10 June 2026
THRIVE TRIBE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
2025
2024
as restated
Notes
£
£
Turnover
3
20,745,725
16,857,040
Cost of sales
(4,749,948)
(3,105,385)
Gross profit
15,995,777
13,751,655
Administrative expenses
(14,400,745)
(12,930,354)
Operating profit
4
1,595,032
821,301
Interest payable and similar expenses
7
(18,418)
(44,404)
Profit before taxation
1,576,614
776,897
Tax on profit
8
(391,745)
253,975
Profit for the financial year
1,184,869
1,030,872
THRIVE TRIBE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 9 -
2025
2024
£
£
Profit for the year
1,184,869
1,030,872
Other comprehensive income
-
-
Total comprehensive income for the year
1,184,869
1,030,872
THRIVE TRIBE LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
5,233,749
5,295,220
Tangible assets
11
53,021
79,705
5,286,770
5,374,925
Current assets
Stocks
12
53,434
37,604
Debtors
13
3,130,983
3,069,526
Cash at bank and in hand
558,358
781,891
3,742,775
3,889,021
Creditors: amounts falling due within one year
14
(6,099,754)
(6,699,769)
Net current liabilities
(2,356,979)
(2,810,748)
Total assets less current liabilities
2,929,791
2,564,177
Provisions for liabilities
Deferred tax liability
15
721,028
329,283
(721,028)
(329,283)
Net assets
2,208,763
2,234,894
Capital and reserves
Called up share capital
19
1
1
Profit and loss reserves
2,208,762
2,234,893
Total equity
2,208,763
2,234,894

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 10 June 2026 and are signed on its behalf by:
Dean Barber
Director
Company registration number 06763541 (England and Wales)
THRIVE TRIBE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 October 2023
1
2,799,021
2,799,022
Year ended 30 September 2024:
Profit and total comprehensive income
-
1,030,872
1,030,872
Dividends paid to parent company
9
-
(1,595,000)
(1,595,000)
Balance at 30 September 2024
1
2,234,893
2,234,894
Year ended 30 September 2025:
Profit and total comprehensive income
-
1,184,869
1,184,869
Dividends paid to parent company
9
-
(1,211,000)
(1,211,000)
Balance at 30 September 2025
1
2,208,762
2,208,763
THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
1
Accounting policies
Company information

Thrive Tribe Limited is a private company limited by shares incorporated in England and Wales. The registered office is 167-169 Great Portland Street, 5th Floor, London, W1W 5PF.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Thrive Tribe Holdings Limited. These consolidated financial statements are available from its registered office, 167-169 Great Portland Street 5th Floor, London, England, W1W 5PF.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

The directors have prepared detailed consolidated cash flow forecasts which extend at least twelve months from the date of signing these financial statements. The directors have applied a severe but plausible stress test to these forecasts which demonstrate they maintain sufficient funds to discharge their liabilities under this severe scenario whilst adhering to their reset covenants. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue comprises services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation, and is typically billed for on a monthly or quarterly basis.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets are recognised as the company incurs development expenditure, principally staff costs, during the development of software that provides new digital solutions or functionality. Development spend is only capitalised where the company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for sale and will generate future economic benefits.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

External software Purchased
Over estimated useful life of five years
Development costs
Over estimated useful life of ten years
Pre-Deployment costs
Over estimated useful life of three years
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
20% straight line
Plant and equipment
25% - 33.33% straight line
Fixtures and fittings
25% - 33.33% straight line
Computers
25% - 33.33% straight line

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

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 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.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost 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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

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.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, bank loans, loans from fellow group companies and preference shares 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the 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 in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

A defined contribution plan is a pension plan under which the company pays fixed contributions into a pension fund. Once the contributions have been paid the company has no further payment obligations. Contributions are recognised in relation to the company’s defined contribution plan as an expense in profit or los s when they fall due. Amounts not paid are shown in accruals as a liability on the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Certain former and current employees are members of the Thrive Tribe Limited section of the Mercer Defined Benefit Master Trust Scheme. The scheme undergoes a triennial valuation, if a deficit is identified at the point of valuation then a liability is recognised for the amount of the deficit until additional contributions are made by the company, with any actuarial gains or losses recognized immediately in Other Comprehensive Income. If the valuation identifies a surplus then an asset is only recognised if the balance is deemed recoverable.

In addition, certain staff employed by the company are eligible for membership of the NHS pension scheme. This is a multi-employer defined benefit (career average) pension scheme for which insufficient information is available to enable the company to identify its share of scheme assets and liabilities. Contributions to the scheme are are treated as if they were made to a defined contribution plan.

1.15
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.16
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Capitalisation of development costs

Management have assessed that costs incurred in accordance with development of the company's digital solutions should be capitalised as intangible assets and subsequently amortised over their estimated useful lives, when the product being developed is completed and begins generating economic benefits for the company. Management consider a range of criteria in the judgement of what costs should be capitalised, such as the technical feasibility of completing the intangible asset, the intention to complete the asset, the ability to use or sell the asset, how the asset will generate economic benefits and being able to reliably measure the expenditure attributable to the asset.

Amortisation of intangible fixed assets

Intangible fixed assets are amortised over their useful economic life, taking expected usage and technical obsolescence into consideration, where appropriate. The remaining economic life of the assets and need for impairment are assessed annually, at each reporting date.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Provision of health and wellbeing services
20,350,422
15,480,303
Recharges to group companies
395,303
1,376,737
20,745,725
16,857,040
2025
2024
£
£
Turnover analysed by geographical market
UK
20,745,725
16,857,040
THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 19 -
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Research and development costs
24,613
9,742
Depreciation of tangible fixed assets
47,048
67,808
Loss on disposal of tangible fixed assets
2,709
3,049
Amortisation of intangible assets
713,906
646,437
Operating lease charges
175,488
321,315
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
14,000
17,900
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Administration and Digital
21
28
Management
6
8
Operations
374
312
Total
401
348

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
9,012,847
8,598,179
Social security costs
916,142
747,412
Pension costs
342,695
301,275
10,271,684
9,646,866
7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
-
7,398
Other interest
18,418
37,006
18,418
44,404
THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 20 -
8
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
-
0
(471,042)
Deferred tax
Origination and reversal of timing differences
391,745
217,067
Total tax charge/(credit)
391,745
(253,975)

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
1,576,614
776,897
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
394,154
194,224
Effects of:
Expenses that are not deductible in determining taxable profit
11,743
834
Group relief
(496,726)
(324,019)
Depreciation on assets not qualifying for tax allowances
4,024
-
0
Amortisation on assets not qualifying for tax allowances
-
0
102,350
Research and development tax credit
-
0
(471,042)
Other permanent differences
-
0
9,252
Tax under/(over) provided in prior years
-
0
17,359
Deferred tax movements from temporary differences
478,550
217,067
Taxation charge/(credit) in the financial statements
391,745
(253,975)
9
Dividends
2025
2024
£
£
Dividends paid to parent company
1,211,000
1,595,000
THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
10
Intangible fixed assets
External software Purchased
Development costs
Pre-Deployment costs
Total
£
£
£
£
Cost
At 1 October 2024
277,226
6,664,133
72,043
7,013,402
Additions - internally developed
-
0
652,435
-
0
652,435
At 30 September 2025
277,226
7,316,568
72,043
7,665,837
Amortisation and impairment
At 1 October 2024
277,226
1,401,136
39,820
1,718,182
Amortisation charged for the year
-
0
692,825
21,081
713,906
At 30 September 2025
277,226
2,093,961
60,901
2,432,088
Carrying amount
At 30 September 2025
-
0
5,222,607
11,142
5,233,749
At 30 September 2024
-
0
5,262,997
32,223
5,295,220
11
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 October 2024
20,510
126,556
97,714
379,011
623,791
Additions
-
0
-
0
-
0
23,273
23,273
Disposals
-
0
(917)
(320)
(22,461)
(23,698)
At 30 September 2025
20,510
125,639
97,394
379,823
623,366
Depreciation and impairment
At 1 October 2024
20,510
123,013
94,180
306,383
544,086
Depreciation charged in the year
-
0
3,543
1,018
42,487
47,048
Eliminated in respect of disposals
-
0
(917)
(320)
(19,552)
(20,789)
At 30 September 2025
20,510
125,639
94,878
329,318
570,345
Carrying amount
At 30 September 2025
-
0
-
0
2,516
50,505
53,021
At 30 September 2024
-
0
3,543
3,534
72,628
79,705
THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
12
Stocks
2025
2024
£
£
Finished goods and goods for resale
53,434
37,604
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,587,167
1,071,974
Corporation tax recoverable
-
0
471,042
Amounts owed by group undertakings
264,947
416,128
Other debtors
41,707
41,597
Prepayments and accrued income
1,237,162
1,068,785
3,130,983
3,069,526

Amounts owed by group undertakings are unsecured and repayable on demand. No interest is charged on the outstanding balance.

14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Trade creditors
1,642,947
2,035,101
Amounts owed to group undertakings
2,476,722
2,075,033
Taxation and social security
588,240
1,297,235
Deferred income
16
419,499
403,167
Other creditors
59,396
121,991
Accruals
912,950
767,242
6,099,754
6,699,769

Amounts owed to group undertakings are unsecured and repayable on demand. No interest is charged on the outstanding balance.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 23 -
15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
736,200
359,781
Retirement benefit obligations
(15,172)
(30,498)
721,028
329,283
2025
Movements in the year:
£
Liability at 1 October 2024
329,283
Charge to profit or loss
391,745
Liability at 30 September 2025
721,028

The deferred tax liability set out above is expected to reverse in accordance with the amortisation and depreciation policies of the intangible and tangible fixed assets to which it relates.

16
Deferred income
2025
2024
£
£
Other deferred income
419,499
403,167
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
342,695
301,275

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £60,689 (2024:121,991) were payable to the fund at the year end and are included in other creditors.

Defined benefit schemes
THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
17
Retirement benefit schemes
(Continued)
- 24 -

NHS Pension Scheme

Certain staff employed by the company are eligible for membership of the NHS pension scheme. This is a multi-employer defined benefit (career average) pension scheme for which insufficient information is available to enable the company to identify its share of scheme assets and liabilities. Contributions to the scheme are are treated as if they were made to a defined contribution plan.

Thrive Tribe Limited section of the Mercer Defined Benefit Master Trust Scheme

The company previously operated a defined benefit scheme for qualifying employees. Under the scheme the employees were entitled to retirement benefits as a percent of final salary on attainment of retirement age. No other post retirement benefits were provided.

There are eight former and one current employee that are members of the Thrive Tribe Limited section of the Mercer Defined Benefit Master Trust Scheme. They are each either categorised as deferred members (seven in total) or retired (two in total).

The scheme was established in relation to a previous contract with NHS Suffolk that ran from 2011 to 2016. The terms of the NHS Suffolk contract meant that Thrive Tribe Limited had to set up a scheme that materially matched the terms and conditions of the NHS pension scheme. The contract was subsequently decommissioned and went back ‘in-house’ with the NHS.

Valuation

The latest triennial valuation was completed by Kevin Davey, Fellow of the Institute of Actuaries, as at 5 April 2025 with the scheme in surplus (on a technical provisions basis), with a funding level of 177%. The Company pays £1,460 per month to cover the expenses and costs of the scheme.

Mortality assumptions
2025
2024

Assumed life expectations on retirement at age 65:

Years
Years
Retiring at the valuation date
- Males
86.4
86.4
- Females
88.3
88.3

The trustees use the constant addition discount rate methodology.

The discount rate is derived by forward yield rates established at the valuation date; calculating the scheme's technical provisions in the actuarial valuation and specifying the funding level, calculated in accordance with the low dependency funding basis that the trustees intend the scheme to have achieved at the relevant date.

The re are no amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans, due to the schemes surplus position and the inability for Thrive Tribe Limited to recover any possible surplus.

18
Share-based payment transactions

At 30 September 2025, employees of the company held 58,198 (2024: 70,775) options over shares in Thrive Tribe Holdings Limited which contain a vesting period of 36 months from the grant date. The share options have a maximum term of 10 years and a remaining contractual life of 7 years (2024: 8 years). The options are to be settled in equity.

At 30 September 2025, ex-employees of the company held 12,557 (2024: 0) options over shares in Thrive Tribe Holdings Limited which contain a vesting period of 36 months from the grant date, these remain exercisable up until six months after the third anniversary of the grant date.

THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
20
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
58,252
108,753
Years 2-5
207,427
236,701
After 5 years
-
0
28,898
265,679
374,352
21
Events after the reporting date

The entity has no events after the reporting date of note to disclose.

22
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Services received
Expenses recharged
2025
2024
2025
2024
£
£
£
£
Other related parties
82,825
82,825
-
-
Entities within the same group
80,406
106,042
395,303
237,813

Services received from other related parties were comprised of subcontract costs incurred by the company.

Expenses recharged to other related parties by the company consist of recharged administrative expenditure incurred by the group recharged to fellow group members, being primarily staffing costs.

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Entities within the same group
202,745
416,128
THRIVE TRIBE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
22
Related party transactions
(Continued)
- 26 -

Amounts due from other related parties are unsecured, interest free and repayable on demand.

Other information

The company has claimed exemption from disclosing related party transactions with other wholly owned members of the same group.

23
Ultimate controlling party

The immediate parent company is Thrive Tribe Group Limited for which the registered office address is 167 - 169 Great Portland Street, 5th Floor, London, United Kingdom, W1W 5PF.

The ultimate parent company is Thrive Tribe Holdings Limited for which the registered office address is 167 - 169 Great Portland Street, 5th Floor. London, England, W1W 5PF

The smallest and largest group to consolidate the results of the company is Thrive Tribe Holdings Limited whose financial statements are available at 167 - 169 Great Portland Street, 5th Floor, London, England, W1W 5PF

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