IFIT Health & Fitness (Holdings) Limited - Limited company accounts 25.1

REGISTERED NUMBER: 02982628 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 May 2025

for

IFIT Health & Fitness (Holdings) Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

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:

02982628 (England and Wales)

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

3rd Floor

56 Wellington Street

Leeds

West Yorkshire

LS1 2EE

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company of investments in subsidiaries.

REVIEW OF BUSINESS

As this entity does not trade, there is nothing to review in the year. The entity continued to be a holding company for the investments in subsidiaries and there were no changes in the year. A review of the business of its subsidiaries is outlined in the individual accounts of the trading subsidiaries.

PRINCIPAL RISKS AND UNCERTAINTIES

The main risk to the company is an impairment in the value of its subsidiaries.

GOING CONCERN

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information in making their assessment. Based on these assessments, given 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.

The directors have obtained confirmation from material intercompany creditors that these balances will not be recalled within 12 months of the financial statements being signed and that they will continue to support the entity during this period. This therefore supports the going concern basis, and the Directors are satisfied that there is no material uncertainty in respect of going concern.

FINANCIAL AND OTHER KEY PERFORMANCE INDICATORS

The directors do not use KPI's in measuring the performance of the company, as the trading performance of its subsidiaries are outlined in the individual accounts of the trading subsidiaries.

FUTURE PLANS

There are no current plans to change the nature or activity of the company.

ON BEHALF OF THE BOARD:

F U H Khan - Director

3 September 2026

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.

S Webb was appointed and resigned as a director after 31 May 2025 but prior to the date of this report.

Other changes in directors holding office are as follows:

J McHale - resigned 3 February 2025

D Gerard - resigned 24 October 2024

F U H Khan - appointed 5 February 2025

A Wilson - appointed 2 April 2025

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). 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.

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

3 September 2026

Opinion

We have audited the financial statements of IFIT Health & Fitness (Holdings) 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;

-	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 other than the financial statements. 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 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.

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 page three, 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.

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 of 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

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:

- Fixed asset investments and assessing if any indicators of impairment exist for these assets.

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

- Challenging management regarding the assumptions used in the critical accounting judgement identified above, and obtaining entity-specific financial performance and post-year-end data as appropriate.

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.

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

3 September 2026

TURNOVER

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

Tax on profit

5

-

PROFIT FOR THE FINANCIAL YEAR

-

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

-

FIXED ASSETS

Investments

6

25,541,029

CREDITORS

Amounts falling due within one year

7

29,123,656

NET CURRENT LIABILITIES

(29,123,656

)

(29,123,656

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,582,627

)

(3,582,627

)

CREDITORS

Amounts falling due after more than one
year

8

242,202

NET LIABILITIES

(3,824,829

)

(3,824,829

)

CAPITAL AND RESERVES

Called up share capital

9

2,136,837

Other reserves

10

418,000

Retained earnings

10

(6,379,666

)

(6,379,666

)

SHAREHOLDERS' FUNDS

(3,824,829

)

(3,824,829

)

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2026 and were signed on its behalf by:

F U H Khan - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

Balance at 1 June 2023

2,136,837

(6,379,666

)

418,000

(3,824,829

)

Changes in equity

Balance at 31 May 2024

2,136,837

(6,379,666

)

418,000

(3,824,829

)

Changes in equity

Balance at 31 May 2025

2,136,837

(6,379,666

)

418,000

(3,824,829

)

1.	STATUTORY INFORMATION

IFIT Health & Fitness (Holdings) 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 Directors have reviewed and considered relevant information in making their assessment. Based on these assessments, given 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.

The directors have obtained confirmation from material intercompany creditors that these balances will not be recalled within 12 months of the financial statements being signed and that they will continue to support the entity during this period. This therefore supports the going concern basis, and the Directors are satisfied that there is no material uncertainty in respect of going concern.

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 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b)
and 11.48(c).

Preparation of consolidated financial statements

The financial statements contain information about IFIT Health & Fitness (Holdings) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, iFit Holdings Inc., United States of America.

Critical accounting judgements and key sources of estimation uncertainty

Preparation of financial statements requires management to make significant judgements and estimates. The directors performed an impairment review of the investment in iFit Health & Fitness Limited during the year following identification of an impairment indicator. The review was performed using a value in use methodology based on discounted cash flow forecasts. The recoverable amount exceeded the carrying value of the investments and therefore no impairment charge was recognised in the year. The assessment contains significant management judgement in relation to forecast operating performance and discount rate. The directors deem that they have considered appropriate sensitivities around forecast profitability and discount rates and remain satisfied that the investment is stated at no more than its recoverable amount as at 31 May 2025.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

For financial assets measured at amortised costs, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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 transactions costs and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short term creditors are measured at the transaction price.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 May 2025 nor for the year ended 31 May 2024. Average number of employees in the year was NIL (2024: NIL).

2025

2024

£

Directors' remuneration

-

4.	OPERATING PROFIT

The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither a profit or loss.

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 May 2025 nor for the year ended 31 May 2024.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 June 2024

and 31 May 2025

25,541,029

NET BOOK VALUE

At 31 May 2025

25,541,029

At 31 May 2024

25,541,029

The company's investments at the Balance Sheet date in the share capital of companies include the following:

iFit Health and Fitness Limited

Registered office: 3rd Floor, 1 Ashley Road, Altrincham, Chesire, WA14 2DT

Nature of business: Distribution of fitness equipment and services

%

Class of shares:

holding

Ordinary

100.00

iFit Health and Fitness (France) SAS

Registered office: 5 rue Alfred de Vigny, Fourqueux, 78112

Nature of business: Distribution of fitness equipment and services

%

Class of shares:

holding

Ordinary

100.00

iFit Health and Fitness GmbH

Registered office: Erich-Müller-Str. 10, 40597 Düsseldorf

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

iFIT Health & Fitness Australia Pty Ltd

Registered office: Australia

Nature of business: Distribution of fitness equipment and services

%

Class of shares:

holding

Ordinary

100.00

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Amounts owed to group undertakings

29,123,656

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2025

2024

£

Amounts owed to group undertakings

242,202

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

2,136,837

Ordinary

1.00

2,136,837

10.

RESERVES

Retained

Other

earnings

reserves

Totals

£

At 1 June 2024

(6,379,666

)

418,000

(5,961,666

)

Profit for the year

-

At 31 May 2025

(6,379,666

)

418,000

(5,961,666

)

The amount included within other reserves relates to capital contributions.

11.	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 Holdings Inc. Group.

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

12.	ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking is iFit Holdings Inc. (USA), a company incorporated in the United States of America. Copies of the accounts of iFit Holdings Inc. (USA) are publicly available from the company secretary at 1500S 1000W, Logan, Utah, United States of America.

The Company is exempt from producing group accounts as it is included in the consolidated group accounts of a larger group which are publicly available.