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REGISTERED NUMBER: 02995785 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 May 2025

for

IFIT Health & Fitness Limited

IFIT Health & Fitness Limited (Registered number: 02995785)

Contents of the Financial Statements

for the Year Ended 31 May 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Statement of Comprehensive Income | 10 |

Balance Sheet | 11 |

Statement of Changes in Equity | 12 |

Notes to the Financial Statements | 13 |

IFIT Health & Fitness Limited

Company Information

for the Year Ended 31 May 2025

| DIRECTORS: | D S Ramsey

| F U H Khan

| A Wilson

| SECRETARY: | Oakwood Corporate Secretary Limited

| REGISTERED OFFICE: | 3rd Floor

| 1 Ashley Road

| Altrincham

| Cheshire

| WA14 2DT

| REGISTERED NUMBER: | 02995785 (England and Wales)

| AUDITORS: | S&W Audit

| Statutory Auditor

| Chartered Accountants

| 3rd Floor

| 56 Wellington Street

| Leeds

| West Yorkshire

| LS1 2EE

IFIT Health & Fitness Limited (Registered number: 02995785)

Strategic Report

for the Year Ended 31 May 2025

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

PRINCIPAL ACTIVITY

The Company's principal activity during the year continued to be the purchase and distribution of home fitness equipment in the UK and overseas.

There have not been any significant changes in the Company's activities in the year under review.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

During the year company saw a 14.1% reduction in revenue. Sales in the year returned to the levels expected pre-COVID, being £17,804,778 in 2025 compared to £20,735,893 in 2024, which was anticipated per the budgets.

A profit is being reported for the year, principally due to reduced spending on advertising, warehousing, and a much keener focus on inventory management. The operating profit was £629,062 in 2025, compared to an operating profit of £708,894 in 2024. Whilst the gross profit margin improved to 56.4% (2024: 54.0%), the reduction in operating profit reflects the lower sales volume in the year, partially offset by reduced overhead spending.

Stock levels increased by £3.0m to £5,658,878 at the year-end (2024: £2,634,569), comprising higher finished goods and goods in transit, as the company rebuilt inventory to support customer demand and the forthcoming product introductions referred to below.

The continued profit has resulted in a strengthened balance sheet, allowing the company to start 2026 confidently. Net assets stand at £10,546,140 at the 2025 year-end, compared to £8,783,862 in 2024.

In addition to the main revenue generated by home fitness equipment, the company's sales of commercial equipment into both privately and local authority-owned facilities, remained in line with 2024. This trend is expected to continue in 2026 and beyond, remaining a key area of development for the business.

On the retail side of the business, a new national chain was added to the roster of customers who continue to look to iFIT when adding fitness equipment to their product portfolios. Further the introduction of Reform RX Pilates products under freemotion will further increase the business in FY 2026 and FY 2027.

PRINCIPAL RISKS AND UNCERTAINTIES

The key business risks and uncertainties affecting the Company are considered to relate to foreign currencies, competition and the market forces within the industry.

GOING CONCERN

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts. Based on the above, the Directors are satisfied that there is no material uncertainty in respect of going concern.

The forecasts prepared by the directors have been generated on the basis of a cautious, plausible result taking into account external market conditions and internal cost levels. The forecasts confirm that in this situation the company will continue to generate the cashflow required to continue trading, taking into account the support of group where needed.

The Company has robust financial processes and procedures in place with a particular focus on cashflow and liquidity as the effects of the previous strategy is managed.

The company has continued to trade throughout 2025 and 2026, made significant cost reductions and met all obligations as they have fallen due. Plans are already in place to ensure the company continues to trade throughout FY27 and FY28, such as further budgeted expense reductions and consolidating offices and warehouses.

IFIT Health & Fitness Limited (Registered number: 02995785)

Strategic Report

for the Year Ended 31 May 2025

FINANCIAL AND OTHER KEY PERFORMANCE INDICATORS

Financial performance is measured principally by turnover, gross and operating profit margins, net assets and liquidity. The key financial and other performance indicators for the year, all derived from the financial statements, are set out below:

Key performance indicator |  | 2025 |  | 2024 |  | Change |

£ |  | £ |  |  |

Turnover |  | 17,804,778 |  | 20,735,893 |  | -14.1% |

Gross profit |  | 10,036,565 |  | 11,194,427 |  | -10.3% |

Gross profit margin |  | 56.4% |  | 54.0% |  | +2.4 |

Operating profit |  | 629,062 |  | 708,894 |  | -11.3% |

Operating profit margin |  | 3.5% |  | 3.4% |  | +0.1 |

Profit for the financial year |  | 1,762,278 |  | 816,724 |  | +115.8% |

Net assets |  | 10,546,140 |  | 8,783,862 |  | +20.1% |

Current ratio |  | 2.55 |  | 2.9 |  | -0.35 |

ON BEHALF OF THE BOARD:

F U H Khan - Director

4 August 2026

IFIT Health & Fitness Limited (Registered number: 02995785)

Report of the Directors

for the Year Ended 31 May 2025

The directors present their report with the financial statements of the company for the year ended 31 May 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 May 2025.

DIRECTORS

D S Ramsey has held office during the whole of the period from 1 June 2024 to the date of this report.

Other changes in directors holding office are as follows:

D Gerard - resigned 24 October 2024

F U H Khan - appointed 5 February 2025

A Wilson - appointed 2 April 2025

FINANCIAL RISK MANAGEMENT

The Company's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk, liquidity risk and interest rate risk. The Company has in place a risk management programme that seeks to limit the adverse effects of these risks on the financial performance of the Company.

Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub committee of the board. The Company’s finance department implements the policies set by the board of directors.

LIQUIDITY RISK

The Company currently has cash balances, which provide sufficient available funds for operations and planned expansions.

CURRENCY RISK

The Company has foreign currency bank accounts into which it received monies from the customers and makes payments to suppliers. The Company considers that this policy meets its objectives of managing exposure to currency risk.

MATTERS COVERED IN THE STRATEGIC REPORT

Disclosure with regard to the review of the business, principal risks and uncertainties, key performance indicators and future outlook have been included in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

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

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

IFIT Health & Fitness Limited (Registered number: 02995785)

Report of the Directors

for the Year Ended 31 May 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

F U H Khan - Director

4 August 2026

Report of the Independent Auditors to the Members of

IFIT Health & Fitness Limited

Opinion

We have audited the financial statements of IFIT Health & Fitness Limited (the 'company') for the year ended 31 May 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31 May 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Strategic Report, Report of the Directors and Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Strategic Report, Report of the Directors and Financial Statements. Our opinion on the financial statements does not cover the other information and 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 the audit:

- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

IFIT Health & Fitness Limited

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of

IFIT Health & Fitness Limited

Auditors' 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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect irregularities. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained a general understanding of the Company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company's industry and regulation.

We understand that the Company complies with the framework through:

- Outsourcing accounts preparation and tax compliance to external experts.

- Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary.

- The Directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company's ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:

- The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.

- UK Taxation Law

- Specific industry standards

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

- Made enquiries of management regarding compliance with laws and regulations and any known non-compliance in the year

- Reviewed legal expense accounts

- Obtaining written management representations regarding the adequacy of procedures in place.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:

- Manipulation of the financial statements, especially revenue, via fraudulent manual journal entries;

- Incorrect recognition of revenue; and

- Incorrect valuation of stock.

The procedures we carried out to gain evidence in the above areas included:

- Testing of manual journal entries, selected based on specific risk assessments applied based on the client processes and controls surrounding manual journals;

- Testing a sample of revenue transactions to underlying documentation, including ensuring revenue is recognised in the correct period and has occurred; and

- Testing a sample of stock items to underlying documentation and challenging management regarding assumptions used in the estimate of the stock provision to ensure valued appropriately.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of

IFIT Health & Fitness Limited

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

3rd Floor

56 Wellington Street

Leeds

West Yorkshire

LS1 2EE

4 August 2026

IFIT Health & Fitness Limited (Registered number: 02995785)

Statement of Comprehensive Income

for the Year Ended 31 May 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

TURNOVER | 4 | 17,804,778 |  | 20,735,893 |  |

Cost of sales | 7,768,213 |  | 9,541,466 |  |

GROSS PROFIT | 10,036,565 |  | 11,194,427 |  |

Distribution costs | 1,248,771 |  | 1,372,111 |  |

Administrative expenses | 8,835,765 |  | 9,457,101 |  |

|  |  | 10,084,536 |  |  |  |  | 10,829,212 |  |

(47,971 | ) | 365,215 |  |

Other operating income | 677,033 |  | 343,679 |  |

OPERATING PROFIT and |

PROFIT BEFORE TAXATION | 629,062 |  | 708,894 |  |

Tax on profit | 7 | (1,133,216 | ) | (107,830 | ) |

PROFIT FOR THE FINANCIAL YEAR | 1,762,278 |  | 816,724 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 1,762,278 |  | 816,724 |  |

IFIT Health & Fitness Limited (Registered number: 02995785)

Balance Sheet

31 May 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 9 | 13,840 |  | - |  |

Tangible assets | 10 | 45,200 |  | 22,311 |  |

59,040 |  | 22,311 |  |

CURRENT ASSETS

Stocks | 11 | 5,658,878 |  | 2,634,569 |  |

Debtors | 12 | 10,977,755 |  | 8,401,497 |  |

Cash at bank and in hand | 610,407 |  | 2,340,054 |  |

17,247,040 |  | 13,376,120 |  |

CREDITORS

Amounts falling due within one year | 13 | 6,759,940 |  | 4,614,569 |  |

NET CURRENT ASSETS | 10,487,100 |  | 8,761,551 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 10,546,140 |  | 8,783,862 |  |

CAPITAL AND RESERVES

Called up share capital | 15 | 21,919,892 |  | 21,919,892 |  |

Retained earnings | 16 | (11,373,752 | ) | (13,136,030 | ) |

SHAREHOLDERS' FUNDS | 10,546,140 |  | 8,783,862 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 4 August 2026 and were signed on its behalf by:

F U H Khan - Director

IFIT Health & Fitness Limited (Registered number: 02995785)

Statement of Changes in Equity

for the Year Ended 31 May 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 June 2023 | 21,919,892 |  | (13,952,754 | ) | 7,967,138 |  |

Changes in equity

Total comprehensive income | - |  | 816,724 |  | 816,724 |  |

Balance at 31 May 2024 | 21,919,892 |  | (13,136,030 | ) | 8,783,862 |  |

Changes in equity

Total comprehensive income | - |  | 1,762,278 |  | 1,762,278 |  |

Balance at 31 May 2025 | 21,919,892 |  | (11,373,752 | ) | 10,546,140 |  |

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements

for the Year Ended 31 May 2025

1. | STATUTORY INFORMATION

| IFIT Health & Fitness Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Going concern

| The financial statements have been prepared on a going concern basis. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts. Based on the above, the Directors are satisfied that there is no material uncertainty in respect of going concern.

| The forecasts prepared by the directors have been generated on the basis of a cautious, plausible result taking into account external market conditions and internal cost levels. The forecasts confirm that in this situation the company will continue to generate the cashflow required to continue trading, taking into account the support of group where needed.

| The Company has robust financial processes and procedures in place with a particular focus on cashflow and liquidity as the effects of the previous strategy is managed.

| The company has continued to trade throughout 2025 and 2026, made significant cost reductions and met all obligations as they have fallen due. Plans are already in place to ensure the company continues to trade throughout FY27 and FY28, such as further budgeted expense reductions and consolidating offices and warehouses.

| Financial Reporting Standard 102 - reduced disclosure exemptions

| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows;

| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

| Turnover

| Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

| Turnover is recognised within the profit and loss account at the point that goods are delivered to the customer.

| Tangible fixed assets

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

| Office equipment | - | 25% on cost

| Fixtures and fittings | - | 25% on cost

| Computer Software | - | 6% on cost

| Computer equipment | - | 33% on cost

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements - continued

for the Year Ended 31 May 2025

2. | ACCOUNTING POLICIES - continued

| Stocks

| Stocks are stated at the lower of purchase cost and net realisable value. Cost comprises the direct cost of purchasing. Net realisable value is the estimated selling price reduced by all the costs of marketing, selling and distribution. Provision is made where necessary for obsolete, slow moving and defective stocks.

| Financial instruments

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

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

| Deferred tax

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

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

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

| Debtors

| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

| Cash

| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

| Creditors

| Short term creditors are measured at the transaction price.

| Employee benefits

| Short term employee benefits, including holiday pay and other similar non monetary benefits, are recognised as an expense in the period in which they are incurred.

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements - continued

for the Year Ended 31 May 2025

2. | ACCOUNTING POLICIES - continued

| Provisions for liabilities

| Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

| Provisions are charged as an expense to the profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

| When payments are eventually made, they are charged to the provision carried in the balance sheet.

| Foreign currency

| The Company's functional and presentational currency is GBP (£).

| Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

| At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these key judgements and estimates have been made include the warranty costs accrual and the stock provision.

| The Company also enters into transactions with fellow group undertakings in the normal course of business. The determination of the pricing applicable to these transactions requires management to exercise judgement in interpreting relevant transfer pricing legislation and guidance. The directors have taken appropriate professional advice and believe that the transfer pricing policies adopted are supportable.

4. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the company.

| An analysis of turnover by geographical market is given below:

| 2025 |  | 2024

£ | £ |

| United Kingdom | 14,990,977 |  | 17,378,262 |  |

| Europe | 2,522,212 |  | 3,243,544 |  |

| Rest of the world | 291,589 |  | 114,087 |  |

17,804,778 |  | 20,735,893 |  |

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements - continued

for the Year Ended 31 May 2025

5. | EMPLOYEES AND DIRECTORS

|  | 2025 |  | 2024 |  |

| £ |  | £ |  |

| Wages and salaries |  | 1,814,983 |  | 1,739,966 |  |

| Social security costs |  | 204,204 |  | 239,334 |  |

| Pension costs |  | 137,935 |  | 159,831 |  |

|  | 2,157,122 |  | 2,139,131 |  |

| The average number of employees during the year was as follows: |  |

|  | 2025 |  | 2024 |  |

| Directors |  | 3 |  | 2 |  |

| Admin staff |  | 32 |  | 28 |  |

| Sales staff |  | 6 |  | 6 |  |

|  | 41 |  | 36 |  |

|  | 2025 |  | 2024 |  |

| £ |  | £ |  |

| Directors' remuneration |  | 38,620 |  | - |  |

| Contributions to defined contribution pension schemes |  | 1,267 |  | - |  |

|  | 39,887 |  | - |  |

| The highest paid director received remuneration of £39,887 (2024: £NIL)

| During the year, retirement benefits were accruing to 1 director (2024: 0 ) in respect of defined contribution pension schemes.

6. | OPERATING PROFIT

|  | 2025 |  | 2024 |  |

| £ |  | £ |  |

| Operating leases |  | 99,545 |  | 152,492 |  |

| Depreciation - owned assets |  | 52,709 |  | 32,123 |  |

| Auditors' remuneration |  | 39,600 |  | 21,300 |  |

| Auditors' remuneration for non audit services |  | 6,230 |  | 5,500 |  |

| Foreign exchanges (gains)/ losses |  | (27,706 | ) | 3,978 |  |

| Auditors' remuneration includes fees paid on behalf of services provided for iFit Health & Fitness (Holdings) Limited as well as the fees paid for this entity.

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements - continued

for the Year Ended 31 May 2025

7. | TAXATION

| Analysis of the tax credit

| The tax credit on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | - |  | (107,830 | ) |

| Deferred tax | (1,133,216 | ) | - |  |

| Tax on profit | (1,133,216 | ) | (107,830 | ) |

| UK corporation tax has been charged at 25% (2024 - 25%).

| Reconciliation of total tax credit included in profit and loss

| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 629,062 |  | 708,894 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 157,266 |  | 177,224 |  |

| Effects of:

| Expenses not deductible for tax purposes | 3,323 |  | 1,835 |  |

| Capital allowances in excess of depreciation | (3,667 | ) | - |  |

| Utilisation of tax losses | (1,290,138 | ) | 2,777 |  |

| Adjustments to tax charge in respect of previous periods | - |  | (107,830 | ) |

| Deferred tax asset not recognised | - |  | (181,836 | ) |

| Total tax credit | (1,133,216 | ) | (107,830 | ) |

| A deferred tax asset of £1,133,216 (2024: NIL) has been recognised at the reporting date. The asset has been recognised because the directors consider it is probable that sufficient future taxable profits will be available against which the underlying tax losses can be utilised.

8. | PRIOR YEAR ADJUSTMENT

| A reclassification adjustment has been made to correctly classify a transfer pricing amount paid by iFit Health and Fitness Inc. Group of £343,679 in 2024 from cost of sales into other operating income. This has had no impact on the net assets or profit for the financial year.

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements - continued

for the Year Ended 31 May 2025

9. | INTANGIBLE FIXED ASSETS

| Patents

| and

| licences

£ |

| COST

| Additions | 13,840 |  |

| At 31 May 2025 | 13,840 |  |

| NET BOOK VALUE

| At 31 May 2025 | 13,840 |  |

10. | TANGIBLE FIXED ASSETS

| Fixtures |

| Office |  | and |  | Computer |  | Computer |

| equipment |  | fittings |  | Software |  | equipment |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 June 2024 | 30,948 |  | 43,249 |  | 398,201 |  | 557,474 |  | 1,029,872 |  |

| Additions | - |  | 8,785 |  | - |  | 66,813 |  | 75,598 |  |

| At 31 May 2025 | 30,948 |  | 52,034 |  | 398,201 |  | 624,287 |  | 1,105,470 |  |

| DEPRECIATION

| At 1 June 2024 | 30,095 |  | 28,480 |  | 398,201 |  | 550,785 |  | 1,007,561 |  |

| Charge for year | 713 |  | 14,712 |  | - |  | 37,284 |  | 52,709 |  |

| At 31 May 2025 | 30,808 |  | 43,192 |  | 398,201 |  | 588,069 |  | 1,060,270 |  |

| NET BOOK VALUE

| At 31 May 2025 | 140 |  | 8,842 |  | - |  | 36,218 |  | 45,200 |  |

| At 31 May 2024 | 853 |  | 14,769 |  | - |  | 6,689 |  | 22,311 |  |

11. | STOCKS

2025 | 2024 |

£ | £ |

| Goods in transit | 1,593,959 |  | 283,139 |  |

| Finished goods | 4,064,919 |  | 2,351,430 |  |

5,658,878 |  | 2,634,569 |  |

| Stock as included in the balance sheet is stated after a provision of £879,018 (2024 - £1,013,914) in respect of slow moving stock.

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements - continued

for the Year Ended 31 May 2025

12. | DEBTORS

2025 | 2024 |

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 1,474,502 |  | 1,173,234 |  |

| Amounts owed by group undertakings | 8,326,923 |  | 7,159,013 |  |

| Other debtors | 314 |  | 43,616 |  |

| Prepayments and accrued income | 42,800 |  | 25,634 |  |

9,844,539 |  | 8,401,497 |  |

| Amounts falling due after more than one year:

| Deferred tax | 1,133,216 |  | - |  |

| Aggregate amounts | 10,977,755 |  | 8,401,497 |  |

13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Trade creditors | 779,783 |  | 320,521 |  |

| Amounts owed to group undertakings | 4,012,212 |  | 2,699,973 |  |

| Tax | - |  | (96,720 | ) |

| Social security and other taxes | 50,032 |  | 35,378 |  |

| VAT | 199,630 |  | 719,194 |  |

| Other creditors | 84,383 |  | 132,200 |  |

| Accruals and deferred income | 1,633,900 |  | 804,023 |  |

6,759,940 |  | 4,614,569 |  |

14. | LEASING AGREEMENTS

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

2025 | 2024 |

£ | £ |

| Within one year | 130,337 |  | 108,000 |  |

| Between one and five years | 45,560 |  | 144,000 |  |

175,897 |  | 252,000 |  |

15. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 21,919,892 | Ordinary | 1 | 21,919,892 |  | 21,919,892 |  |

IFIT Health & Fitness Limited (Registered number: 02995785)

Notes to the Financial Statements - continued

for the Year Ended 31 May 2025

16. | RESERVES

| Retained

| earnings

£ |

| At 1 June 2024 | (13,136,030 | ) |

| Profit for the year | 1,762,278 |  |

| At 31 May 2025 | (11,373,752 | ) |

17. | PENSION COMMITMENTS

| The company operates a defined contribution pension scheme. The pension cost charge represents contributions payable by the company to the fund and amounted to £137,935 (2024: £159,831). Contributions totalling £11,386 (2024: £14,966) were outstanding at the year end.

18. | RELATED PARTY DISCLOSURES

| In accordance with the exemption allowed by FRS 102, no disclosures are made of transactions with other wholly owned member companies of the iFIT Health & Fitness Inc Group.

| No further transactions with related parties took place as are required to be reported under FRS 102.

| During the year, a total of key management personnel compensation of £ 296,437 (2024 - £ 333,647 ) was paid.

19. | ULTIMATE CONTROLLING PARTY

| The ultimate parent undertaking is HF Holdings Inc. (USA), a company incorporated in the United States of America. The intermediate holding company is iFit Health & Fitness (Holdings) Limited, incorporated in the United Kingdom. Copies of the accounts of iFit Health & Fitness (Holdings) Limited may be obtained by writing to the address given on the company information page.

| Copies of the accounts of the ultimate parent company, HF Holdings Inc. (USA) may be obtained from the company secretary at 1500S 1000W, Logan, Utah, 84321, United States of America.