The directors present the strategic report for the year ended 31 December 2025.

SA Fitness Group is a group consisting of SA Fitness Holdings Limited, NRG Gym Limited, and the newly acquired subsidiary, NRG Gym Two Limited (formerly Pumgyms Limited).

The Group’s principal activity is the operation of gyms clubs across the United Kingdom. At 31 December 2025, the Group operated 13 gyms under the NRG brand. The Group’s business model is presently built on a high-volume, low-cost membership proposition. Members pay a recurring monthly subscription for access to modern, well-equipped facilities. The model is characterised by predictable recurring revenue, attractive operating margins, disciplined cost control, and strong growth/returns on investment.

The Board regularly reviews the principal risks facing the Group and the controls in place to manage them. The most significant are set out below.

Demand, competition and membership churn

The Group operates in a competitive market and, whilst gym membership is increasingly regarded by many members as a non-discretionary element of their spending, and whilst the Group’s low price point provides a significant degree of protection against downturns in consumer confidence, the model remains sensitive to consumer discretionary spending and competitor activity.

Mitigation: the Group closely monitors net membership movement, sales, and cancellations, invests in its member experience and digital acquisition, and maintains a price point that is resilient through economic cycles.

Cost inflation

The Group is exposed to cost inflation, which could erode margins and reduce cash flow.

Mitigation: the Group operates a low staffing model which provides protection against wage inflation or increases in employment taxes, utility costs are managed and protected wherever possible by long-term contracts, property costs are contractually protected through high-quality leases with caps and collars and contracts for IT, software and other recurring costs include caps on annual price rises.

Property and lease commitments

The Group holds long-term leasehold obligations that represent a significant fixed cost and reduce flexibility if a site underperforms.

Mitigation: lease terms, break clauses and rent review provisions are negotiated and reviewed at acquisition, and site-level performance is monitored against the fixed cost base.

Expansion and site rollout

Continued growth depends on identifying suitable sites, delivering fit-outs on time and to budget, and ramping new clubs to maturity.

Mitigation: The Group has developed a strict and well-defined site appraisal process that incorporates detailed demographic analyses to assess demand for new sites. Each site is appraised against defined return, rent cover, and payback targets whilst capital expenditure is approved and monitored by the Board, and rollout is funded with reference to available facilities and forecast cash generation.

Liquidity, financing and interest rate risk

The Group’s growth requires ongoing access to funding and is therefore exposed to covenant compliance and movements in interest rates.

Mitigation: the Group has a strong relationship with HSBC (it’s main lender), maintains leverage at sensible, manageable levels, prepares regular cash flow and covenant compliance forecasts and closely manages borrowing headroom.

Health, safety and operational risk

Member and staff safety, including during unstaffed periods, and equipment reliability are central to the operating model, and incidents could result in harm, liability and reputational damage.

Mitigation: the Group maintains health and safety policies, access control and monitoring across sites, planned equipment maintenance, and appropriate insurance cover.

Data protection and cyber security

The Group holds member data and relies on its membership management and payment systems. A breach or system failure could disrupt operations and give rise to regulatory and reputational consequences.

Mitigation: the Group maintains data protection policies and retention controls aligned to UK GDPR, contracts with established system providers, and applies access and security controls over key systems.

The year ended 31 December 2025 was a transformational year for the business. The group strengthened its senior management team, invested in data and technology and completed the acquisition of Pumpgyms Limited on 31st August 2025 (a complementary gym business).

The estate grew from 6 to 13 gyms and closing membership more than doubled to 61,676 (2024: 30,282). Revenue increased by 67% to £9.7m (2024: £5.8m), adjusted EBITDA rose by 109% to £2.7m (2024: £1.3m), and net profit increased by £0.8m to £0.4m (2024: £0.4m loss).

The growth was driven by the acquisition of Pumpgyms, combined with 9% like-for-like growth, strong performance at the group's newest organic sites (Newcastle and Glasgow, opened in August 2024 and October 2025, both performing ahead of expectations), and disciplined cost control (EBITDA margin +6ppts vs FY24).

The directors monitor the development, performance and position of the Group using the following principal financial key performance indicators:

Following a £1.7m share buy-back in the year, the Group reported net assets of £7.5m (2024 £7.7m). Bank borrowings comprised HSBC facilities of £7.5m (2024 £2.5m) against cash of £0.8m (2024 £5.1m). The Group complied with all banking covenants throughout the year, with comfortable headroom.

The directors view the Group’s prospects positively. Trading in early FY26 has been strong, with the business delivering continued growth in membership and yield, as well as EBITDA margin expansion. The Group has a strong pipeline of new gyms to develop, including Nottingham, where leases have been signed and works are due to start shortly, and has secured a new £18.7m revolving credit facility from HSBC, its long-standing banking partner, to support this growth. The Group continues to invest in people, processes, data, and technology as it lays the foundations for operating a much larger business.

Given strong post-year-end trading, covenant headroom, and committed bank facilities, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and have adopted the going concern basis of preparation.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

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

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.

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 United Kingdom 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.

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.

We have audited the financial statements of SA Fitness Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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, the company 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 31 December 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:

• The information given in the strategic report and the directors' report 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.

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 identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• 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.

As explained more fully in the directors' responsibilities statement, 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.

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.

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; and

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of gym services sector; and

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation; and

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims;

• reviewing correspondence with HMRC and the company’s legal advisors.

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.

Other matters which we are required to address

The comparative financial statements have not been audited.

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.

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

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £158,748 (2024 - £6,911 loss).

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

SA Fitness Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Wellesley House, Duke of Wellington Avenue, Royal Arsenal, London, SE18 6SS.

The group consists of SA Fitness Holdings Limited and all of its subsidiaries.

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 amounts 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.

In the parent company financial statements investments in subsidiaries are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company SA Fitness 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 31 December 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 group.

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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue generated from the sale of memberships is recognised in the period the membership relates. Charges are raised to members monthly in advance and deferred evenly across the period charged. Any joining fees received are recognised on receipt. Income is shown net of VAT, discounts, and other sales related taxes.

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.

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:

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.

In the parent company financial statements, investments in subsidiaries 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.

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.

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.

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.

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.

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, 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 payments 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.

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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 leased asset are consumed.

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.

Exceptional items represent certain non-recurring items of income and expenditure recognised during the year.

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

Their aggregate remuneration comprised:

The actual charge 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:

Details of the company's subsidiaries at 31 December 2025 are as follows:

The company has an intercompany loan of £8,062,386 (2024 - £4,692,544) to the subsidiary NRG Gym Limited, The company has a fixed and floating charge against all the assets of the company.

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

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.

On 12 May 2025 the company bought back 8,349 £0.0001 B Ordinary shares. The price paid per share was £201.07. Total consideration paid was £1,678,727.

On 29 August 2025 the company allotted and issued additional share capital of 8,565 £0.0001 D Ordinary shares. The price paid per share was £116.75. Total consideration received was £999,964.

Operating lease payments represent rentals payable by the company for certain of its properties and equipment hire.

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:

New lease agreement

After the year end, the NRG Gym Limited entered into a new lease agreement in respect of a property for the opening of a new gym in Nottingham. This transaction does not relate to conditions existing at the balance sheet date and has therefore not been reflected in these financial statements.

Loan extension – January 2026

In January 2026, NRG Gym Limited obtained an additional loan facility from HSBC, amounting to £1,500,000. This represents new financing raised after the reporting date and has not been recognised in the balance sheet as at the year end.

Refinancing – June 2026

In June 2026, NRG Gym Limited agreed a revised financing arrangement with HSBC, replacing the existing loan facilities with a new total facility of £18,695,000. This refinancing occurred after the reporting date and has therefore not been reflected in these financial statements.

Management has considered the impact of these events and believes they provide additional liquidity and operational capacity going forward.

On the 23 April 2025 the company granted options totalling 9,751 over £0.0001 A Ordinary shares and £0.0001 E Ordinary shares. This includes 5,550 options granted to the Director, S Ahmed. 459 of the options vested immediately at a market value of £18 per share. A further 7,992 of the options vested on 29 August 2025 during a fundraising event. The remaining grant of options will only vest on exit or further fundraising conditions. This has had the effect to create a Share option reserve of £133,316.

A prior period error has been identified in relation to deferred income that was not recognised at the previous year end. Income had been recognised in the period of receipt rather than deferred in accordance with the company’s accounting policies.