Company registration number 13680795 (England and Wales)
THRIVE TRIBE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
THRIVE TRIBE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Dean Barber
(Appointed 31 October 2024)
Timothy Roberts
Secretary
Dean Barber
Company number
13680795
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 HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
THRIVE TRIBE HOLDINGS 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 group has delivered a strong financial performance, from a combination of existing contract growth and new customer contracts secured, with turnover for the year ended 30 September 2025 growing by 30% to £23,350,084 (year ended 30 September 2024: £17,973,783) and an operating profit of £1,054,523 generated (year ended 30 September 2024: £832,882 loss). On an adjusted basis (before amortisation and depreciation) the group’s adjusted operating profit increased to £1,925,150 (year ended 30 September 2024: £297,610)

The group’s health and wellbeing business, Thrive Tribe, 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

The group's men's health and weight loss business, Man v Fat, has maintained its UK football and Rugby subscription levels and has successfully launched in the US.

The group's balance sheet leaves it well placed to continue to grow the company's health and wellbeing offerings.

Principal risks and uncertainties

The Board of Thrive Tribe Holdings has identified risks and uncertainties to which the group 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 group 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 group'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 m aterial impact on the group'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 HOLDINGS 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 group, the primary f inancial metrics are:

Turnover

For the year ended 30 September 2025 turnover was £23,350,084 compared with £17,973,783 for the year ended 30 September 2024.

Gross profit

For the year ended 30 September 2025 gross profit was £17,243,293 compared with £13,455,011 for the year ended 30 September 2024.

Adjusted operating profit (Operating profit before amortisat ion and depreciation)

For the year ended 30 September 2025 adjusted operating profit was £1,925,150 compared with £297,610 for the year ended 30 September 2024.

Financial instruments

At the year end, the group was exposed to the interest rate and liquidity risk posed by the existing b orrowings and financial i nstruments in place.

The group has exposure to credit risk from debtors not paying, however, debtors are central or local Government, and as such this is considered a low risk.

The group has maintained sufficient cash reserves to manage its working capital requirements and any calls placed upon it should the need for further investment be required in any area of the business.

The group’s current £3m bank facility with Santander UK Plc, runs through to February 2028, and comprises £2.5m of term loans and a £0.5m Revolving Credit Facility.

Research and development

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

Future developments

The Board will continue with their strategy to grow the group's health and wellbeing offerings with Local Authorities and the NHS, and to seek further expansion in the UK and US of its Man v Fat subscription business.

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 HOLDINGS 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 and group continued to be th e provision of health and wellbeing services.

Results and dividends

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

Ordinary dividends were paid amounting to £186,000. The directors do not recommend payment of a further dividend.

Directors

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

Dean Barber
(Appointed 31 October 2024)
Brendan Fatchett
(Resigned 2 December 2025)
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 group continues and that the appropriate training is arranged. It is the policy of the group 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 group'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 group'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.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group 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;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

THRIVE TRIBE HOLDINGS 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 group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The directors have chosen to set out strategic information relating to the group's financial instruments, research and development activities and future developments in the strategic report.true

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 auditor of the company 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 auditor of the company is aware of that information.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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. For these reasons, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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

We have audited the financial statements of Thrive Tribe Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2025 and of the group's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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:

- T he 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 HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THRIVE TRIBE HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent 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 HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THRIVE TRIBE HOLDINGS LIMITED
- 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 parent 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 parent 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 parent company and the parent 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 HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
23,350,084
17,973,783
Cost of sales
(6,106,792)
(4,518,772)
Gross profit
17,243,292
13,455,011
Administrative expenses
(16,188,769)
(14,287,893)
Operating profit/(loss)
4
1,054,523
(832,882)
Interest receivable and similar income
8
10,359
2,744
Interest payable and similar expenses
9
(479,276)
(353,448)
Profit/(loss) before taxation
585,606
(1,183,586)
Tax on profit/(loss)
10
(391,317)
258,464
Profit/(loss) for the financial year
194,289
(925,122)
Profit/(loss) for the financial year is attributable to:
- Owners of the parent company
192,248
(925,917)
- Non-controlling interests
2,041
795
194,289
(925,122)
THRIVE TRIBE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 9 -
2025
2024
£
£
Profit/(loss) for the year
194,289
(925,122)
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
194,289
(925,122)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
192,248
(925,917)
- Non-controlling interests
2,041
795
194,289
(925,122)
THRIVE TRIBE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
218,572
306,001
Other intangible assets
12
5,234,249
5,316,304
Total intangible assets
5,452,821
5,622,305
Tangible assets
13
55,227
83,590
5,508,048
5,705,895
Current assets
Stocks
16
53,434
37,604
Debtors
17
3,120,349
3,069,622
Cash at bank and in hand
666,774
876,900
3,840,557
3,984,126
Creditors: amounts falling due within one year
18
(4,791,687)
(8,239,532)
Net current liabilities
(951,130)
(4,255,406)
Total assets less current liabilities
4,556,918
1,450,489
Creditors: amounts falling due after more than one year
19
(2,707,595)
-
0
Provisions for liabilities
Deferred tax liability
21
721,028
330,538
(721,028)
(330,538)
Net assets
1,128,295
1,119,951
Capital and reserves
Called up share capital
25
1,055
1,000
Profit and loss reserves
1,194,515
1,188,267
Equity attributable to owners of the parent company
1,195,570
1,189,267
Non-controlling interests
(67,275)
(69,316)
Total equity
1,128,295
1,119,951
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:
10 June 2026
Dean Barber
Director
Company registration number 13680795 (England and Wales)
THRIVE TRIBE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
100
100
Current assets
Debtors
17
3,374,055
3,100,000
Cash at bank and in hand
2,186
6,451
3,376,241
3,106,451
Creditors: amounts falling due within one year
18
(525,217)
(3,102,566)
Net current assets
2,851,024
3,885
Total assets less current liabilities
2,851,124
3,985
Creditors: amounts falling due after more than one year
19
(2,707,595)
-
0
Net assets
143,529
3,985
Capital and reserves
Called up share capital
25
1,055
1,000
Profit and loss reserves
142,474
2,985
Total equity
143,529
3,985

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £325,489 (2024 - £167,985 profit).

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:
10 June 2026
Dean Barber
Director
Company registration number 13680795 (England and Wales)
THRIVE TRIBE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 October 2023
1,100
2,279,184
2,280,284
(70,111)
2,210,173
Year ended 30 September 2024:
Loss and total comprehensive income
-
(925,917)
(925,917)
795
(925,122)
Dividends
11
-
(165,000)
(165,000)
-
(165,000)
Other movements
(100)
-
(100)
-
(100)
Balance at 30 September 2024
1,000
1,188,267
1,189,267
(69,316)
1,119,951
Year ended 30 September 2025:
Profit and total comprehensive income
-
192,248
192,248
2,041
194,289
Issue of share capital
25
55
-
55
-
55
Dividends
11
-
(186,000)
(186,000)
-
(186,000)
Balance at 30 September 2025
1,055
1,194,515
1,195,570
(67,275)
1,128,295
THRIVE TRIBE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 October 2023
1,100
-
1,100
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
167,985
167,985
Dividends
11
-
(165,000)
(165,000)
Correction of share capital
(100)
-
(100)
Balance at 30 September 2024
1,000
2,985
3,985
Year ended 30 September 2025:
Profit and total comprehensive income
-
325,489
325,489
Issue of share capital
25
55
-
55
Dividends
11
-
(186,000)
(186,000)
Balance at 30 September 2025
1,055
142,474
143,529
THRIVE TRIBE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
531,168
801,087
Income taxes refunded
470,215
-
Net cash inflow from operating activities
1,001,383
801,087
Investing activities
Purchase of intangible assets
(652,435)
(1,025,799)
Purchase of tangible fixed assets
(23,273)
(73,074)
Proceeds from disposal of tangible fixed assets
200
371
Repayment of loans
(12,220)
-
Interest received
10,359
2,744
Net cash used in investing activities
(677,369)
(1,095,758)
Financing activities
Proceeds from issue of shares
55
-
Proceeds from new bank loans
-
3,000,000
Repayment of bank loans
585
(1,264,484)
Interest paid
(348,780)
(276,934)
Dividends paid to equity shareholders
(186,000)
(165,000)
Net cash (used in)/generated from financing activities
(534,140)
1,293,582
Net (decrease)/increase in cash and cash equivalents
(210,126)
998,911
Cash and cash equivalents at beginning of year
876,900
(122,011)
Cash and cash equivalents at end of year
666,774
876,900
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 15 -
1
Accounting policies
Company information

Thrive Tribe Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The group consists of Thrive Tribe Holdings Limited and all of its subsidiaries ("the group").

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.

The parent company has taken advantage of the exemption from preparing a statement of cash flows, on the basis that it is a qualifying entity and the group statement of cash flows, included in these financial statements, includes the company's cash flows.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Thrive Tribe Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.4
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve 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. For these reasons, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

Revenue from the provision of health and wellbeing services provided to customers is 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 customer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation, usually on a straight-line basis over the contract period, and is typically billed for on a monthly or quarterly basis.

Subscription income for the group's Man v Fat business is recognised at the fair value of the membership subscription consideration received monthly from users of the services provided in the normal course of business and is shown net of VAT and any other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of future receipts. The difference between the fair value of the consideration and the normal amount received is recognised as interest income.

1.6
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.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
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.

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

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
1.9
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 recognised in the profit and loss account.

1.10
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group 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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 18 -

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.

1.12
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.

1.13
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.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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.

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 m ethod 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.

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.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 19 -
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 group 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 group 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. 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.

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 subsequently 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.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
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 group’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 if, and only if, there is 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.

1.17
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.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.18
Retirement benefits

A defined contribution plan is a pension plan under which the group pays fixed contributions into a pension fund. Once the contributions have been paid the group has no further payment obligations. Contributions are recognised in relation to the group’s defined contribution plan as an expense in profit or loss 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.

1.19
Share-based payments

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.

1.20
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 d asset are consumed.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Impairment of goodwill and investments in subsidiaries

The group is required to test goodwill allocated to its cash generating unit annually for impairment or more frequently where indicators exist. This requires the preparation of value in use calculations to determine recoverable value. These methods require the estimation of future cash flows and discount rates in order to calculate the present value of the cash flows.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Health and wellbeing services
20,350,421
15,480,303
Man V Fat subscriptions
2,999,663
2,493,480
23,350,084
17,973,783
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
23,165,477
17,973,783
United States of America
184,607
-
23,350,084
17,973,783
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 23 -
4
Operating profit/(loss)
2025
2024
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange gains
(383)
-
Research and development costs
24,613
12,904
Depreciation of tangible fixed assets
48,708
69,892
Loss on disposal of tangible fixed assets
2,728
3,049
Amortisation of intangible assets
821,919
1,060,600
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 group and company
5,000
5,350
Audit of the financial statements of the company's subsidiaries
29,000
28,400
34,000
33,750
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
27
34
-
-
18
20
-
-
478
412
-
-
Total
523
466
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
9,436,626
8,868,812
-
0
-
0
Social security costs
951,416
791,525
-
-
Pension costs
381,778
358,713
-
0
-
0
10,769,820
10,019,050
-
0
-
0
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 24 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
215,000
205,209
Company pension contributions to defined contribution schemes
8,600
8,888
223,600
214,097
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
150,000
148,933
Company pension contributions to defined contribution schemes
6,000
5,957
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
10,359
2,744
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
10,359
2,744
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
460,538
313,663
Other finance costs:
Other interest
18,738
39,785
Total finance costs
479,276
353,448
10
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
-
0
(471,042)
Foreign current tax on profits for the current period
827
-
0
Total current tax
827
(471,042)
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
10
Taxation
2025
2024
£
£
(Continued)
- 25 -
Deferred tax
Origination and reversal of timing differences
390,490
212,578
Total tax charge/(credit)
391,317
(258,464)

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

2025
2024
£
£
Profit/(loss) before taxation
585,606
(1,183,586)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
146,402
(295,897)
Effects of:
Expenses that are not deductible in determining taxable profit
27,924
108,362
Income not taxable in determining taxable profit
-
0
(108,750)
Utilisation of tax losses not previously recognised
(53,451)
-
0
Change in unrecognised deferred tax assets
(242,457)
55,370
Depreciation on assets not qualifying for tax allowances
4,024
-
0
Amortisation on assets not qualifying for tax allowances
21,857
106,060
Research and development tax credit
-
0
(471,042)
Other permanent differences
6,920
8,746
Overseas tax rates
827
-
0
Tax under/(over) provided in prior years
-
0
17,359
Dividend income
-
108,750
Deferred tax movements from temporary differences
479,271
212,578
Taxation charge/(credit) in the financial statements
391,317
(258,464)
11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
186,000
165,000
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 26 -
12
Intangible fixed assets
Group
Goodwill
External software purchased
Development costs
Pre-deployment costs
Total
£
£
£
£
£
Cost
At 1 October 2024
874,288
277,226
6,891,305
72,043
8,114,862
Additions - internally developed
-
0
-
0
652,435
-
0
652,435
At 30 September 2025
874,288
277,226
7,543,740
72,043
8,767,297
Amortisation and impairment
At 1 October 2024
568,287
277,226
1,607,224
39,820
2,492,557
Amortisation charged for the year
87,429
-
0
713,409
21,081
821,919
At 30 September 2025
655,716
277,226
2,320,633
60,901
3,314,476
Carrying amount
At 30 September 2025
218,572
-
0
5,223,107
11,142
5,452,821
At 30 September 2024
306,001
-
0
5,284,081
32,223
5,622,305
The company had no intangible fixed assets at 30 September 2025 or 30 September 2024.
13
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 October 2024
20,510
126,556
97,714
387,581
632,361
Additions
-
0
-
0
-
0
23,273
23,273
Disposals
-
0
(917)
(320)
(23,758)
(24,995)
At 30 September 2025
20,510
125,639
97,394
387,096
630,639
Depreciation and impairment
At 1 October 2024
20,510
123,013
94,180
311,068
548,771
Depreciation charged in the year
-
0
3,543
1,018
44,147
48,708
Eliminated in respect of disposals
-
0
(917)
(320)
(20,830)
(22,067)
At 30 September 2025
20,510
125,639
94,878
334,385
575,412
Carrying amount
At 30 September 2025
-
0
-
0
2,516
52,711
55,227
At 30 September 2024
-
0
3,543
3,534
76,513
83,590
The company had no tangible fixed assets at 30 September 2025 or 30 September 2024.
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 27 -
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
100
100
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2024 and 30 September 2025
100
Carrying amount
At 30 September 2025
100
At 30 September 2024
100
15
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Thrive Tribe Group Limited
167 - 169, Great Portland Street, 5th Floor, London, England, W1W 5PF
Centralised group services
Ordinary
100.00
-
Thrive Tribe Limited
167 - 169, Great Portland Street, 5th Floor, London, England, W1W 5PF
Health promotion services
Ordinary
0
100.00
Man V Fat Limited
167 - 169, Great Portland Street, 5th Floor, London, England, W1W 5PF
Health promotion services
Ordinary
0
90.29
Thrive Tribe Digital Limited
167 - 169, Great Portland Street, 5th Floor, London, England, W1W 5PF
Dormant
Ordinary
0
100.00
Man V Fat Corporation
838 Walker Road, Suite 21-2, Dover, Kent, 19904, USA
Health promotion services
Ordinary
0
90.29
16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
53,434
37,604
-
0
-
0
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 28 -
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,594,667
1,079,172
-
0
-
0
Corporation tax recoverable
-
0
471,042
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
3,373,000
3,100,000
Other debtors
52,342
55,955
1,055
-
0
Prepayments and accrued income
1,473,340
1,463,453
-
0
-
0
3,120,349
3,069,622
3,374,055
3,100,000

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

18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
20
500,000
3,076,514
500,000
3,076,514
Trade creditors
1,874,007
2,141,874
-
0
-
0
Other taxation and social security
742,339
1,481,416
-
0
-
0
Deferred income
22
532,582
467,667
-
0
-
0
Other creditors
72,771
132,450
-
0
-
0
Accruals and deferred income
1,069,988
939,611
25,217
26,052
4,791,687
8,239,532
525,217
3,102,566
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
20
2,707,595
-
0
2,707,595
-
0
20
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
3,207,595
3,076,514
3,207,595
3,076,514
Payable within one year
500,000
3,076,514
500,000
3,076,514
Payable after one year
2,707,595
-
0
2,707,595
-
0
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
20
Loans and overdrafts
(Continued)
- 29 -

The group has a £3m facility with Santander UK Plc, expiring February 2028, comprising of £2.5m of term loans and a £0.5m Revolving Credit Facility.

The facility is secured by way of fixed and floating charges over all assets, property or undertakings of the following Group companies: Thrive Tribe Group Ltd, Man V Fat Ltd, Thrive Tribe Limited and Thrive Tribe Holdings L imited.

21
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
736,200
361,036
Retirement benefit obligations
(15,172)
(30,498)
721,028
330,538
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 October 2024
330,538
-
Charge to profit or loss
390,490
-
Liability at 30 September 2025
721,028
-

T he 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.

22
Deferred income
Group
Company
2025
2024
2025
2024
£
£
£
£
Other deferred income
532,582
467,667
-
-
23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
381,778
358,713
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
23
Retirement benefit schemes
(Continued)
- 30 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totalling £130,464 (2023: £49,314) were payable to the fund at the year end and are included in other creditors.

Defined benefit schemes

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 group company Thrive Tribe Limited 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.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 31 -
24
Share-based payment transactions

At the reporting date, the Group had a number of share option agreements in place with employees. Options are exercisable on or after the third anniversary of its date of grant at prices as agreed in the executed agreements.

The vesting period of these options are 36 months. If the options remain unexercised after a period of ten years from the date of the agreement, the options expire. Options are forfeited if a qualifying exit event as specified in the agreements occurs. The options are to be settled in equity.

A Black Scholes pricing model has been adopted to derive the fair value of the equity instruments granted which considers a number of inputs. These included degrees of volatility, expiry timelines being option life, risk-free interest rates, option strike prices and spot price valuations of the Company at the time of issue.

Group
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 October 2024
95,889
118,720
7.07
7.07
Forfeited
-
(22,831)
-
7.07
Outstanding at 30 September 2025
95,889
95,889
7.07
7.07
Exercisable at 30 September 2025
-
-
-
-

The options outstanding at 30 September 2025 had an exercise price of £7.07, and a remaining contractual life of 7 years (2024: 8 years).

25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
1,000,000
1,000,000
1,000
1,000
A Ordinary shares of 0.1p each
55,000
-
55
-
1,055,000
1,000,000
1,055
1,000

Each Ordinary share carries one vote, has the right to participate in any income distributions including dividends, has the right to participate in any capital distributions (including on a winding up) and does not confer any rights of redemption.

THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 32 -
26
Operating lease commitments
As lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
58,252
108,753
-
-
Years 2-5
207,427
236,701
-
-
After 5 years
-
28,898
-
-
265,679
374,352
-
-
27
Events after the reporting date

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

28
Cash generated from group operations
2025
2024
£
£
Profit/(loss) after taxation
194,289
(925,122)
Adjustments for:
Taxation charged/(credited)
391,317
(258,464)
Finance costs
479,276
353,448
Investment income
(10,359)
(2,744)
Loss on disposal of tangible fixed assets
2,728
3,049
Amortisation and impairment of intangible assets
821,919
1,060,600
Depreciation and impairment of tangible fixed assets
48,708
69,892
Movements in working capital:
Increase in stocks
(15,830)
(37,604)
Increase in debtors
(509,549)
(1,399,363)
(Decrease)/increase in creditors
(936,246)
1,986,141
Increase/(decrease) in deferred income
64,915
(48,746)
Cash generated from operations
531,168
801,087
THRIVE TRIBE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 33 -
29
Analysis of changes in net debt - group
1 October 2024
Cash flows
Other non-cash changes
30 September 2025
£
£
£
£
Cash at bank and in hand
876,900
(210,126)
-
666,774
Borrowings excluding overdrafts
(3,076,514)
(261,577)
130,496
(3,207,595)
(2,199,614)
(471,703)
130,496
(2,540,821)
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