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Notes to the consolidated
financial statements

1 Corporate and Group information

Section 1 - general (hidden)

This section provides corporate and group information about Basic-Fit N.V. (the 'Company') and its subsidiaries (together with the Company referred to as the ‘Group’ and individually as ‘Group entities’). 

1.1 Corporate information

Basic-Fit N.V. is a company incorporated in the Netherlands and whose shares are publicly traded. The Company’s registered office is at Wegalaan 60, Hoofddorp, the Netherlands. The Company is domiciled in the Netherlands and registered at the Chamber of Commerce in Amsterdam under trade registration number 66013577.

Since the acquisition of Clever Fit (note 4.5 Business combinations), the Group is active with owned clubs in seven countries: the Netherlands, Belgium, Luxembourg, France, Spain, Germany and Austria. Furthermore, the Group generates revenues from franchise activities in Germany, Austria, Switzerland, Slovenia, Romania, Croatia and the Czech Republic.

With more than 2,150 clubs (including Basic-Fit and Clever Fit owned and franchise clubs), Basic-Fit is the largest and fastest growing fitness operator and franchisor in Europe, The company operates in 12 countries and has 5.8 million memberships (including Basic-Fit and Clever Fit owned and franchise clubs). Basic-Fit employs a straightforward membership model and offers a high-quality, value-for-money fitness experience that appeals to the fitness needs of all people who care about their personal health and fitness.

The Group's consolidated financial statements for the year ended 31 December 2025 were authorised for issue in accordance with a resolution of the Management Board on 10 March 2026.

1.2 Group information

Subsidiaries

These consolidated financial statements reflect all of the assets, liabilities, revenue, expenses and cash flows of the Group. The Group consists of the following legal entities:

The Netherlands:

• Basic-Fit N.V.

• Basic Fit International B.V., 100% interest of Basic-Fit N.V.

• Basic Fit Nederland B.V., 100% interest of Basic Fit International B.V.

• Basic-Fit Franchise B.V.¹, 100% interest of Basic Fit International B.V.

• B-Securité B.V., 100% interest of Basic Fit International B.V.²

Basic Fit International B.V. is an intermediate holding company and operates as international headquarters of the Group.

Basic-Fit Franchise B.V. (formerly BF Developments B.V.) is a company that did not undertake operations until 2025. From 2026 onwards, Basic-Fit Franchise B.V. will strategically expand its business portfolio by entering into franchise operations for Basic-Fit, reinforcing its commitment to growth and strengthening its market share in Europe.

B-Securité B.V. is involved in the remote surveillance of the vast majority of the fitness clubs that are operated by the Group.

Belgium:

• Basic-Fit Belgium B.V., 100% interest of Basic Fit International B.V.³

• HealthCity België N.V., 100% interest of Basic-Fit Belgium B.V.

As of 1 January 2026, Basic-Fit Belgium B.V. and HealthCity België N.V. have merged through a tax-neutral legal merger, with Basic-Fit Belgium B.V. continuing as the remaining legal entity.

Luxembourg:

• Basic-Fit Luxembourg S.A., 100% interest of Basic Fit International B.V.

France:

• Basic-Fit France S.A., 100% interest of Basic Fit International B.V.

Spain:

• Basic Fit Spain S.A., 100% interest of Basic Fit International B.V.

Germany:

• Basic-Fit Germany GmbH, 100% interest of Basic Fit International B.V.

• CF München-West GmbH, 100% interest of Basic-Fit Germany GmbH

• Clever fit Betriebs GmbH & Co. KG, 100% interest of Basic-Fit Germany GmbH

• Clever fit GmbH, 100% interest of Basic-Fit Germany GmbH

• Global4ce, Marketing & Brandhouse GmbH, 100% interest of Clever fit GmbH

• Clever fit Beteiligungsgesellschaft mbH, 100% interest of Clever fit GmbH

• Clever fit International GmbH, 100% interest of Clever fit Beteiligungsgesellschaft mbH

Austria:

• One Way Capital Holding GmbH, 90% interest of Clever fit International GmbH

• MCDC Fitness Holding GmbH, 100% interest of One Way Capital Holding GmbH

• MBC Fitness GmbH, 100% interest of MCDC Fitness Holding GmbH

• MCD Fitness GmbH, 100% interest of MCDC Fitness Holding GmbH

• CFG Bodyfit GmbH, 100% interest of MCDC Fitness Holding GmbH

• WBW Fitness GmbH, 100% interest of MCDC Fitness Holding GmbH

• Brassler Fitness GmbH, 100% interest of MCDC Fitness Holding GmbH

• CFM Fitness GmbH, 100% interest of MCDC Fitness Holding GmbH

• WBQ Fitness GmbH, 70% interest of MCDC Fitness Holding GmbH

• WeBa Fitness GmbH, 70% interest of MCDC Fitness Holding GmbH

• CF Imst GmbH, 51% interest of MCDC Fitness Holding GmbH

• MCN Fitness GmbH, 50% interest of MCDC Fitness Holding GmbH

• WBH Fitness GmbH, 50% interest of MCDC Fitness Holding GmbH

• AIMANT Group GmbH, 49% interest of MCDC Fitness Holding GmbH

• AIMANT CAMPUS GmbH & Co KG, 49% interest of MCDC Fitness Holding GmbH

1. Original name BF Developments B.V. Was changed to Basic-Fit Franchise B.V. in April 2025
2. On 22 April 2025, the shares of B-Securité B.V. were transferred from BF Developments B.V. to Basic Fit International B.V. (share transfer within the Group)
3. In September 2025, Basic Fit International B.V. acquired one share that was owned by Basic Fit Nederland B.V. (share transfer within the Group)

The Group had a 25% interest in HKNA Participaties B.V., which was disposed in December 2025 (note 4.6 Investments in associates and joint ventures). HKNA Participaties B.V. and its subsidiaries are involved in maintenance, repair and cleaning activities in commercial buildings in the countries where Basic-Fit operates fitness clubs.

Clever fit Beteiligungsgesellschaft mbH has a 50% interest in CF Fitness d.o.o. and a 50% interest in Clever fit Development d.o.o. These joint ventures are operating fitness clubs under the Clever Fit brand in Croatia and Slovenia respectively.

1.3 Shareholder structure

On 31 December 2025, Basic-Fit’s main shareholders¹ were, as reported to the Dutch Financial Markets Authority (AFM):

• René Moos (AM Holding B.V.): 11.7%

• Impactive Capital LLC: 10.1%

• 3i Group plc ('3i') and funds managed by 3i: 6.6%

• North Peak Capital Management LLC: 5.0%

• Abrams Bison Investments LLC: 3.4%

• UBS Group AG: 3.1%

• CAS Investment Partners LLC: 3.0%

1. 3% or more of the share capital of Basic-Fit N.V.

2 Basis of preparation and other material accounting policies

Section 2 - general (hidden)

This section provides additional information about the overall basis of preparation that the Management Board consider is useful and relevant in understanding these financial statements, including the following:

• Summary of other material accounting policies affecting the results and financial position of the Group, including (if applicable) changes in accounting policies and disclosures during the year

• Summary of areas that involve significant judgements and estimates

• Standards that have been issued but not yet adopted by the Group

2.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and with Part 9 of Book 2 of the Dutch Civil Code. The consolidated financial statements have been prepared on the historical cost basis, except for the financial assets and liabilities (including derivative instruments), which are measured at fair value.

The consolidated financial statements are prepared and presented in euros and all values are rounded to the nearest million (€ x 1,000,000) with one decimal, except when otherwise indicated.

Significant accounting judgements, estimates and assumptions (hidden 1)

Significant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities (and the accompanying disclosures), and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

In the process of applying the Group’s accounting policies, management has made various judgements. Those judgements that management has assessed to have the most significant impact on the amounts recognised in the consolidated financial statements are discussed in the individual notes to the related financial statement line items or below.

The key assumptions related to the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are also described in the individual notes to the related financial statement line items below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances that are beyond the Group's control. Such changes are reflected in the assumptions when they occur.

The table below presents the areas that involve a higher degree of judgement or areas where assumptions and estimates are significant to the financial statements:

Detailed explanations of the degree of judgement and assumptions used are included under each of the respective sections in the notes to the financial statements as referenced above.

In the process of applying the Group’s accounting policies, management made the following judgements that have a significant impact on the amounts recognised in the consolidated financial statements (apart from those involving estimations, which are described above):

Recognition of provisions
The Group is subject to a number of factors that could lead to an outflow of economic benefits. When assessing whether such factors require either provision or disclosure, management is required to consider, among other factors, whether a legal or constructive obligation exists at the reporting date and whether the resulting risk of an outflow of economic benefits is probable (requiring a provision), less than probable but more than remote (requiring disclosure), or remote (requiring neither provision nor disclosure).

Decommissioning liabilities
For certain fitness club locations, the Group has a contractual obligation to restore locations to an agreed upon state. The Group has not recorded a decommissioning liability for such obligations. Management judges that, based on historical experience, the likelihood that the Group will be required to restore a location to its original state is remote. Fitness club locations are often renovated to a better state than their original state and, moreover, the duration of a lease contract is usually longer than 10 years. Consequently, lessors have made very few requests for the restoration of locations over the years when leases have been terminated. The Group has therefore not recognised any decommissioning liabilities.

Change in estimates

On 17 June 2021, the Company issued convertible bonds due on 17 June 2028 at 100% of their nominal value in an aggregate principal amount of €303.7 million.

In addition to the possibility for bondholders to convert the bonds into shares and the possibility for the Company to redeem the bonds before the maturity date (both are possibilities only if certain conditions are met), bondholders may exercise a put option and are entitled to require an early redemption of their convertible bonds at their principal amount, together with accrued but unpaid interest, on 17 June 2026 or in the event of a change of control as defined in the terms and conditions. At inception, Basic-Fit expected a maturity of the convertible bonds equal to the contractual maturity, which is 7 years (17 June 2028), which is used for the calculation of the amortised cost of the liability component. Judgement is required to estimate the expected maturity.

Management's judgement on the expected maturity changed after an updated assessment on 30 June 2025. According to this assessment, the likelihood of bondholders exercising their put option has increased. This has resulted in a (non-cash) catch-up adjustment of €10.8 million recognised as finance costs in June 2025.

Based on an updated assessment on 31 December 2025, the likelihood of bondholders exercising their put option has further increased. This has resulted in a (non-cash) catch-up adjustment of €5.8 million recognised as finance costs in December 2025. A change in this assessment in future periods may have a material impact on the amortised cost calculation and profit or loss for that period.

The impact of these changes on actual and expected finance costs was as follows:

2.2 Going concern basis of accounting

Based on the liquidity at 31 December 2025 (€473.9 million) and the available liquidity on the date of publication of these financial statements, the Management Board expects to meet its liabilities as they fall due in the next twelve months after the publication of these financial statements.

Basic-Fit has €303.7 million in senior unsecured convertible bonds maturing in June 2028, with a put option for the bondholders in June 2026.

In assessing the liquidity, the Management Board took into account the possibility that bondholders will exercise their put option. Basic-Fit has secured in total €290 million extra facilities with ABN AMRO, ING and Rabobank as further disclosed in note 6.3 Borrowings. The Management Board expects that the cash flow generated by the Group, combined with the new facilities, will enable Basic-Fit to meet any redemption requests from convertible bondholders who choose to exercise their put option in June 2026, while maintaining comfortable liquidity.

Based on the above, the Management Board prepares these financial statements on a going concern basis and concludes that there are no material uncertainties that may cast significant doubt about the Group's ability to continue as a going concern. In making such an assessment, management has considered the current environment in which the Group operates and the expectations regarding the company's future performance.

2.3 Climate-related matters and economic uncertainty

When making judgements and assumptions, management considered climate-related matters and geopolitical uncertainty. Management concluded that such matters have no material impact on the business and the assumptions impacting the financial statements.

The Group considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the Group due to both physical and transition risks. Even though the Group believes its business model and products will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions underpinning several items in the financial statements. Even though climate-related risks might not currently have a significant impact on measurement, the Group is closely monitoring relevant changes and developments, such as new climate-related legislation. The items and considerations that could most directly be impacted by climate-related matters are:

• Impairment of non-financial assets. The value-in-use may be impacted in several different ways by transition risk in particular, such as climate-related legislation and regulations

• Useful life of property, plant and equipment. When reviewing the residual values and expected useful lives of assets, the Group considers climate-related matters, such as climate-related legislation and regulations that may restrict the use of assets or require significant capital expenditures

Basic-Fit's energy department was established to help further reduce the company’s energy consumption. The department also assists in monitoring and reporting on energy usage and carbon emissions in the context of European CSRD legislation. Basic-Fit continues working to reduce emissions by replacing all natural gas heating systems with more efficient electric systems in the clubs that are not yet natural gas free. In these new systems heating, cooling and ventilation are integrated to minimise energy waste. In addition, Basic-Fit installs solar panels and efficient HVAC systems in its clubs and head offices to produce green energy when possible. The sustainability related investments amounted to €2.3 million in 2025 (2024: €6.3 million) and are mainly related to the energy transition: changing gas-based heating systems with fully electric systems, the installation of solar panels, and the installation of efficient HVAC systems.

Given the progress achieved in 2024, there were less clubs undergoing such sustainability-related investments in 2025. In 2025, 32 clubs in the Netherlands and Belgium underwent energy-efficient improvements such as transitions from gas heating to all electric systems, solar panel installations, or efficient HVAC system installations (while in 2024, 80 clubs were improved across the Netherlands, Belgium, France, and Spain).

Price risk related to energy contracts is disclosed in note 6.4 Financial risk management(c).

The global macroeconomic environment remains subject to significant uncertainty arising from geopolitical and trade-related developments. The ongoing conflicts in the Middle East, including the situation in Gaza, and the war in Ukraine continue to create volatility in commodity markets, supply chains, and overall economic conditions. In addition, recent political developments in the United States, including changes in trade policy under the current administration, have resulted in discussions regarding import tariffs and broader protectionist measures.

In accordance with IAS 1 Presentation of Financial Statements, management has considered these factors in evaluating sources of estimation uncertainty and potential risks that could affect the Group’s financial position and performance. Based on the information available at the reporting date and the Group’s current exposure, no material impact is expected from the geopolitical uncertainties. Furthermore, in line with the requirements of IFRS 9 Financial Instruments, management does not anticipate any significant effect on expected credit losses. Similarly, management does not expect these uncertainties to have a material impact on the measurement of deferred tax assets under IAS 12 Income Taxes.

2.4 Summary of other material accounting policies

The general accounting policies applied to the consolidated financial statements as a whole are described below, while other material accounting policies related to specific items are described in the relevant notes. The description of accounting policies in the notes forms an integral part of the description of the accounting policies in this section. Unless otherwise stated, these policies have been consistently applied to all the years presented.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled either directly, or indirectly, by the Company.

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated, unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been aligned with the Group’s accounting policies where necessary to ensure consistency with the policies adopted by the Group.

The Group holds interests of 49%–50% in several Austrian entities. Although the Group does not have majority voting rights, management has concluded that the Group controls these entities. This judgement is based on the fact that a wholly controlled subsidiary (MCDC Fitness Holding GmbH) directs the key operational and financial activities, provides essential centralised functions (such as business planning, pricing, HR, finance and marketing) and employs the regional managers who oversee day‑to‑day operations. The Group is significantly exposed to variable returns, including through financing provided. Other shareholders act as passive investors.

Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period

Or

• Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within twelve months after the reporting period

Or

• There is no right to defer the settlement of the liability for at least twelve months after the reporting period

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Foreign currency translation
The Group’s consolidated financial statements are presented in euros, which is also the parent company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. The Group rarely has transactions in foreign currencies, and gains and losses resulting from the settlement of such transactions are generally recognised in profit or loss.

Statement of cash flows
The statement of cash flows has been prepared using the indirect method, whereby profit or loss before income tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows. Interest paid is classified as financing cash flows, while interest received is classified as investing cash flows. Dividends paid (if applicable) are classified as financing cash flows. Dividends received are classified as investing cash flows.

2.5 Changes in accounting policies and disclosures

New and amended standards and interpretations

The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2025 (unless otherwise stated). The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Lack of exchangeability – Amendments to IAS 21

For annual reporting periods beginning on or after 1 January 2025, Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.

The amendments did not have a material impact on the Group’s financial statements.

2.6 Standards and interpretations issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

IFRS 18 Presentation and Disclosure in Financial Statements¹

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.

The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on the Group’s financial statements are, as follows:

• In the statement of profit or loss, interest received will be classified in the investing category and interest paid will be classified in the financing category

• Share of profit of associates and joint ventures will be classified in the investing category within the statement of profit or loss

• New disclosure will be added:

  • (a) management-defined performance measures

  • (b) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1

IFRS 19 Subsidiaries without Public Accountability: Disclosures

As the Group’s equity instruments are publicly traded, it is not eligible to elect to apply IFRS 19.

Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:

• A clarification that a financial liability is derecognised on the ‘settlement date’ and the introduction of an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled using an electronic payment system before the settlement date

• Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed

• Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments

• The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI)

The Amendments are effective for annual periods starting on or after 1 January 2026. The Group does not anticipate that the amendments will have a material effect on the Group’s financial statements.

Annual Improvements Volume 11

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, simplifications, corrections or changes to improve consistency in IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial instruments: Disclosure and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statements of Cash Flows.

The amendments will be effective for reporting periods beginning on or after 1 January 2026. The amendments are not expected to have a material impact on the Group’s financial statements.

Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7

In December 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Naturedependent Electricity. The amendments apply only to contracts that reference nature-dependent electricity; the amendments:

• Clarify the application of the ‘own-use’ requirements for in-scope contracts

• Amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts

• Add new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows

The amendments will take effect for annual reporting periods starting on or after 1 January 2026. Early adoption is allowed, but it must be disclosed. The amendments concerning the own-use exception are to be applied retrospectively, while the hedge accounting amendments should be applied prospectively to new hedging relationships designated from the initial application date. Additionally, the IFRS 7 disclosure amendments must be implemented alongside the IFRS 9 amendments. If an entity does not restate comparative information, it cannot present comparative disclosures.

The Group does not expect that the amendments will have a material impact on its financial statements.

1. Not yet endorsed by the European Union (EU)

3 Results for the year

Section 3 - general (hidden)

This section presents the disclosure of operating segments and the notes related to items in the statement of profit or loss (except for finance income and costs). If applicable, relevant notes on balance sheet items, which also relate to items in the statement of profit or loss, are also presented in this section. A detailed description of the results for the year is provided in the business and financial review section in the Management Board report.

3.1 Segment information

Basis for segmentation

The chief operating decision-maker ('CODM'), who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Company’s CEO, CFO, COO and CCO (‘Leadership team’). The CODM examines the Group’s performance, firstly from a group perspective and secondly from a geographical perspective. The CODM examines Clever Fit's performance as a whole (owned clubs and franchise activities) at this stage. In 2025, Basic-Fit identified six operating segments (2024: five): The Netherlands, 'Belux' (Belgium and Luxembourg)¹, France, Spain and Germany each representing an operating segment, of which all five are related to the Basis-Fit brand and concept. Furthermore, following the acquisition on 10 November 2025, Clever Fit has been identified as a separate operating segment.

Basic-Fit

The Basic-Fit CODM primarily uses underlying EBITDA less rent as the segment performance measure to monitor operating segment results and performance. The underlying EBITDA less rent is mainly impacted by the VAT rate applicable to fitness in the country, and the mature/immature club distribution in the country. The gross membership fees in all countries are the same, so the revenue recognised is determined by the VAT rate. Mature clubs are more stable in terms of revenue, number of memberships and profitability.

The Benelux countries (operating segment the Netherlands and operating segment 'Belux') generate similar profit margins (underlying EBITDA less rent as a percentage of revenue). These countries have a lower VAT rate applicable to fitness and a higher percentage of mature clubs. However, the profit margins in the Benelux differ from those in operating segments France, Spain and Germany, which are the countries where the fastest growth has been realised in recent years and which is also expected for the coming years. Mature clubs in France and Spain generate similar profit margins and this is also expected for future performance. These countries have a higher VAT rate applicable to fitness and a lower percentage of mature clubs. Germany is a new operating segment, entered in 2022, and is still in the early stages of development and will be comparable to France and Spain, as a higher VAT rate is applicable to fitness and growth in clubs and profit margins is expected in the coming years.

The business activity of all of these operating segments is the operation of value-for-money fitness clubs under the same Basic-Fit label. The formula for the operation of these clubs is the same in all countries: memberships and membership fees are similar, and the cost structure is similar. Furthermore, all operating segments and their business activities are located in EU-member countries. The political and economic environment of these countries is similar, and the euro is used in all countries.

Given the similar economic characteristics (long-term financial performance) and the fact that the nature of the services, the types of members, the methods for distribution and the regulatory environments are similar, the operating segments the Netherlands and 'Belux' have been aggregated into one reportable segment (Benelux) and the operating segments France, Spain and Germany have also been aggregated into one reportable segment (France, Spain & Germany).

In preparing the segment disclosures, management is required to use judgement in applying the aggregation criteria as set out in IFRS 8.22/BC30A.

Clever Fit

Clever Fit is operating its business activities separately under the Clever Fit brand and is a reportable segment on its own.

Information about reportable segments

Segment underlying EBITDA less rent is used to measure performance as management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industry.

Information related to each reportable segment is set out below.

Other reconciling items represent corporate costs that are not allocated to the operating segments. These corporate costs mainly consist of personnel costs and IT costs.

Reconciliation of underlying EBITDA less rent to profit before income tax

Exceptional items include costs related to club closures and other costs or profits that are of a one-off nature or do not reflect the normal operations of the business. Exceptional items can be allocated to the segments as follows: Benelux segment €1.8 million (2024: €1.4 million), France, Spain and Germany segment €7.3 million (2024: €9.3 million), Clever Fit segment €0.1 million and other reconciling items €3.5 million (2024: €1.6 million).

Entity-wide information

The Group operates owned clubs in seven countries. Note 3.2 Revenue contains a breakdown of the revenues of these countries. Furthermore, there are no customers that account for 10% or more of revenue in any year presented.

A breakdown of the non-current assets is as follows:

For this purpose, non-current assets consist of property, plant and equipment, right-of-use assets, goodwill and other intangible assets. The additions to non-current assets (the Benelux segment €114 million (2024: €92 million), the France, Spain & Germany segment €291 million (2024: €611 million) and the Clever Fit segment €237 million) are mainly related to the investments in new club openings in 2025 (and 2024 respectively), as well as the acquisition of Clever Fit in 2025 (and RSG Spain in 2024).

1. Belgium and Luxembourg are combined in internal management reporting

3.2 Revenue

In the following table, revenue is disaggregated by revenue type, by country and based on the timing of revenue recognition:

1. Including €4.8 million Clever Fit franchise revenue in 2025

The increase in revenues is directly related to the opening of new clubs (Basic-Fit added 85 clubs and 56¹ Clever Fit owned clubs to its network in 2025), more members per club and on average more revenue per member.

Other club revenue includes revenue from personal trainer services, day passes, promotional revenue and rental income from physiotherapists and other third parties. Furthermore this includes other club related revenues, such as revenue from sales via vending machines. The increase in other club revenues is directly related to the increase in clubs and members in 2025, as well as an increase in promotional revenue.

Other non-club revenue relates to revenue from sales via the online stores (Basic-Fit and NXT level) and NXT Level B2B-revenue, as well as Clever Fit franchise revenue.

1. Including 17 clubs for which Basic-Fit entered into a purchase agreement prior to year-end, but control was not transferred as per 31 December 2025

Contract balances and remaining performance period

Basic-Fit receives considerations before revenues are recognised (e.g. membership fees collected for future periods), but also recognises revenues before considerations are received (e.g. access to the clubs during a 'free' period). A combination of timing differences between receipts and revenue recognition per member is possible. In the event that the revenues recognised exceed the received considerations, this is recognised as part of receivables. In the event that the received considerations exceed the revenues recognised, this is recognised as deferred revenues.

The following table provides information about receivables and deferred revenues from contracts with customers:

The receivables relate to amounts due from customers for services performed in the past period(s), less any provision for impairment. Furthermore, receivables include amounts related to timing differences for situations in which the revenues recognised exceed the received considerations.

The deferred revenues, included in 'Trade and other payables', relate to the advance considerations received from customers, for which revenue is recognised over time in situations that the received considerations exceed the revenues recognised.

The differences between the amounts on 31 December 2025 compared to 31 December 2024, as well as on 31 December 2024 compared to 1 January 2024, are mainly related to the timing and composition of direct debits and promotions for new members close to the end of the reporting periods, in combination with an increase in memberships and the acquisition of Clever Fit.

All remaining performance obligations are expected to be recognised within one year.

Accounting policy

The Group’s principal sources of revenue are membership services, principally fitness club memberships, including joining fees and add-ons for drinks and/or live group lessons. In addition, in the Basic-Fit clubs, additional services are provided by external parties (e.g. personal trainers, physiotherapists), who pay a monthly fee to obtain access to the club and the members, and these are accounted for under other revenues.

Other club revenues also include revenues related to the sale of day passes and revenues related to the sale of nutritional products and drinks in the clubs by third parties. Under this full-service vending construction, the Group receives a percentage of the revenue generated by the vending machines. These amounts are shown as revenues for the Group in its statement of profit or loss. Revenues are measured at the fair value of the consideration received or receivable and represent amounts receivable for goods supplied and services rendered, stated net of discounts, returns and value added taxes. The Group recognises revenues when the amount of revenues can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Group’s activities, as described below.

Sales of services

The Group provides fitness club services for its members. Revenue from the sales of services is recognised in the accounting period in which the services are rendered (over the contract term). Delivery of fitness club services extends throughout the term of membership. Joining fees are recognised over the contract period for one-year contracts and over the expected duration of the membership (‘average length of stay’) for ‘Flex contracts’ (contracts that can be cancelled every month).

Membership fees collected but not earned are included in deferred revenue. The Group's promotional offers often include a discount granting a free period (e.g. current month free or next month free), the waiving of the joining fee (fully or partially), the granting of a promotional item or discount voucher for the online store, or a combination of some or all of these. A member's payment will be based on the applicable promotion, but the monthly revenue is determined for the entire contract period by taking into consideration the discounts granted that are allocated using relative amounts.

In addition to the performance obligations as described above (access to fitness clubs, joining fees, promotional items/vouchers and add-ons), there are multiple other performance obligations such as access to the Basic-Fit app, use of massage chairs and discounts on the add-on for drinks. These performance obligations have the same revenue recognition pattern as the access to the fitness club, together considered as providing fitness club services for members. In addition, Basic-Fit may recognise revenue related to access to the Basic-Fit app during a freeze period¹ before membership fees are collected. A combination per member of timing differences between receipt and revenue recognition is possible. The deferred revenues represent the net effect of these timing differences.

Basic-Fit sells 'Basic', 'Comfort', 'Premium' and 'Ultimate' membership contracts. Furthermore, as an add-on, members can opt² for a sports water subscription, a massage chair subscription, a discounted personal trainer introduction session, a 12-week online certified personal coach subscription (until 2024), a freeze option¹ that gives members the option to freeze their membership for up to four weeks (up to two times per year) or a flex option that gives members the option to cancel their membership within the first contract year.

With a 'Basic' contract, members can work out in one specific club. This contract is only available for a selection of clubs. Live group lessons and use of the Basic-Fit app are included in the membership fee. With a 'Comfort' contract, in addition to the privileges of a 'Basic' contract, members can work out in all clubs in the relevant country rather than just in one specific club. With a 'Premium' contract, in addition to the privileges of a 'Comfort' contract, members can bring someone with them once a week and train together and work out in all clubs across Europe. Furthermore, with a 'Premium' contract, members can use massage chairs in the clubs for free and they get a 40% discount on the sports water add-on. With an 'Ultimate' contract, in addition to the privileges of a 'Premium' contract, members can always bring someone with them and train together (instead of only once a week), unlimited sports water is included, and members have the option to freeze their membership for up to four weeks at a time, twice a year.

1. During a freeze period, a membership is put on hold and no membership fees are charged
2. Availability of add-ons can differ per country and per contract type

Members have the option¹ to upgrade or downgrade their contract. In the event that a member opts to upgrade or downgrade their contract, the original contract is ended at the date of modification and the member enters into a new membership with a duration of one year. An upgrade or downgrade should be recognised as a contract modification. In the event of an upgrade, the new services are accounted for as a separate contract. Any remaining discount on the original contract continues to be spread over the original contract term. In the event of a downgrade, revenue recognised to date on the original contract is not adjusted. Instead, the remaining portion of the original contracts and the modification are accounted for, together, on a prospective basis by allocating the remaining considerations to the remaining performance obligations, including those added in the modification. As a result, the (remaining) discount on the original contract is spread over the contract term of the new modified contract.

1. This is not possible for members who have chosen the ‘Flex’ option

Sales of goods

The Group sells nutritional and other fitness-related products in its fitness clubs via third party operated vending machines, as well as via its online store. Sales of these products are recognised when the products are sold to the customer.

Franchise revenue

Clever Fit operates a mixed business model consisting of franchised clubs (operated by independent franchisees) and company-owned clubs (operated directly by Clever Fit entities). Under the franchise model franchisees operate the clubs, employ staff and contract directly with end customers (members). Clever Fit (and post-acquisition, Basic-Fit) provides brand usage rights, systems and support services.

Revenues generated under the franchise model relate to:

• Franchise fees received from franchisees, including:

  • initial franchise fees;

  • ongoing royalties or service fees; and

  • other contractually agreed franchise-related charges.

• Commissions received from third parties regarding products and services delivered by third parties to franchisees where Clever Fit orchestrated the transaction.

Membership fees paid by the end customers of franchised clubs are not recognised as revenue, as franchisees contract directly with members. Clever Fit as the franchisor acts as the agent and not the principal in relation to services delivered by franchisees to end customers and accordingly recognises revenue on a net basis for franchise fees and commissions.

Ongoing franchise fees and royalties are recognised over time, as franchisees benefit from the brand, systems and support services over the franchise contract period. Initial fees and commissions are assessed to determine whether they relate to distinct services or to ongoing access to the franchise model. Fees related to distinct services are recognised at a point in time when those services are delivered. Fees related to ongoing access to the franchise model are deferred and recognised over the franchise contract period, with deferred amounts recognised as contract liabilities.

3.3 Cost of consumables used

The increase in cost of consumables used is directly related to the increase in revenues as disclosed in note 3.2 Revenue.

Accounting policy

Cost of consumables used is accounted for in the year incurred.

3.4 Employee benefits expense

Employee benefits expense can be broken down as follows:

1. Including share-based payments of €2.3 million (2024: €3.2 million), which are disclosed in note 3.5 Share-based payments. See also note 8.1 Remunerations of key management personnel for long-term share-based payments to key management personnel

The increase in employee benefits expense is directly related to the higher number of FTEs, following the increase in the number of clubs, and annual salary increases.

In the year under review, the average number of employees calculated on a full-time equivalent ('FTE') basis was 5,728 (2024: 5,435).

1. Calculated on a full year basis

Accounting policy

Salaries, wages and social security contributions are charged to the statement of profit or loss based on the terms of employment, where they are due to employees and the tax authorities respectively.

The Group operates a number of defined contribution pension plans. A defined contribution plan is a pension plan under which the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

3.5 Share-based payments

The Company has equity-settled share-based payment plans for members of the Management Board and certain employees as part of their remuneration. Performance shares are awarded on an annual basis under the long-term incentive plan (LTIP) and will vest three years after the award date, subject to continued employment and based on achievement of a target revenue growth per annum and a target debt / EBITDA ratio over the three-year performance period. Linear vesting applies between threshold (50%), target (100%) and maximum (150%) vesting levels.

The performance shares awarded in 2021 vested in July 2024. This led to a vesting of 42,946 shares in 2024. Furthermore, for certain employees, 4,152 shares as part of LTIP 2022, LTIP 2023 and LTIP 2024 vested in 2024 based on a Management Board decision. As a result, in total 47,098 shares vested in 2024.

The performance shares awarded in 2022 vested in May 2025. This led to a vesting of 54,350 shares in 2025. Additionally, 1,375 shares as part of LTIP 2023 and LTIP 2024 vested in 2025 based on a Management Board decision. Furthermore, 42,111 shares as part of LTIP 2022, LTIP 2023 and LTIP 2024 vested in May 2025 following the retirement of the previous CFO, as further disclosed in the 2024 financial statements (note 3.5 and 8.1). As a result, in total 97,836 shares vested in 2025 (2024: 47,098 shares). All costs related to the early vesting of these plans (€0.4 million) were fully recognised in 2024.

Details of the number of share awards outstanding are as follows:

When a particular participant’s employment is terminated, unvested awards will be forfeited. The unvested awards do not entitle the participant to any share ownership rights, such as the right to receive dividends and voting rights.

Ordinary shares released to the members of the Management Board after the vesting of awards are subject to a mandatory holding period of five years from the award date, provided that a sufficient number of such ordinary shares can be sold to cover any taxes due upon vesting.

The fair value of the performance shares awarded in 2025 and 2024 was determined with reference to the share price of the Company’s ordinary shares at the date of granting. Since dividends are not expected during the vesting period, the weighted average fair value of the performance shares awarded in 2025 and 2024 was equal to the share price at the date of granting of €21.72 (2024: €20.16).

The share-based payment expenses recognised, with a corresponding entry directly in equity, amounted to €2.3 million in 2025 (2024: €3.2 million). Exercised share-based payments amounted to €3.1 million (2024: €1.8 million).

The Company settles the share-based payment plans on a net basis by with­holding the number of shares with a fair value equal to the monetary value of the employee’s tax obligation and only issues the remaining shares on completion of the vesting period. The Group expects to withhold an amount of €4.6 million for 2025 (2024: €1.6 million) and pay this to the relevant tax authorities with respect to the vesting of outstanding share-based payment awards, with €0.9 million (2024: €0.7 million) of this within one year.

Accounting policy

The Group has a number of equity-settled share-based payment plans, under which the Management Board members and selected eligible em­ploy­ees perform services in exchange for equity instruments of the Company.

The total amount to be expensed for services performed is determined by reference to the grant date fair value of the share-based payment awards made, including the impact of any non-vesting conditions and market conditions. The fair value determined at the grant date is expensed on a straight-line basis over the three-year vesting period, based on the Group's estimate of the number of awards that will eventually vest, with a cor­re­spond­ing credit to equity.

If applicable, the difference between the amount based on the estimated number of shares awarded and the amount based on the actual number of shares awarded that vest is recognised in the consolidated statement of profit or loss in the financial year in which the shares awarded vest.

Service conditions and non-market performance conditions are taken into account in the number of awards expected to vest. At each reporting date, the Group revises its estimates of the number of awards that are expected to vest. The impact of the revision of vesting estimates, if any, is recog­nised in the consolidated statement of profit or loss for the period.

3.6 Depreciation, amortisation and impairment charges

The increase in depreciation charges is directly related to the higher number of clubs.

The impairment losses in 2024 represented the write-down of fitness equipment to the extend that the carrying amount exceeded the recoverable amount.

Accounting policy

See note 4.2 Other intangible assets, note 4.3 Property, plant and equipment and note 4.4 Right-of-use assets and lease liabilities.

3.7 Other operating income

Insurance reimbursements and indemnity payments are related to amounts received with respect to damage claims (if applicable: as far as the amounts received exceed the carrying amounts of underlying assets or directly incurred costs), and decreased due to a decreasing number of claims. The gain on the disposal of property, plant and equipment was primarily related to disposal of fitness equipment. The gain on disposal of associate is related to the disposal of the 25% interest in HKNA Participaties B.V., which is further disclosed in note 4.6 Investments in associates and joint ventures.

Government grants

Other operating income includes €0.2 million government grants related to COVID-19 cost compensation programmes offered by the German and Austrian governments.

Accounting policy

Operating income that cannot be allocated to revenues as described in note 3.2 Revenue is recognised as other operating income.

Government grants are recognised when there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

Government grants that are receivable as compensation for expenses or losses that have already been incurred, or for the purpose of giving immediate financial support to the Group with no related future costs, are recognised as other operating income in the period in which the grants become receivable.

3.8 Other operating expenses

1. Related to buildings, parking lots, car and other equipment

Generally, the increase of all items in other operating expenses is directly related to the higher number of clubs, members and employees. Higher other personnel expenses are also related to the increasing number of 24/7 clubs and extending opening hours of our clubs in France, Germany and Spain. Housing expenses also increased due to higher energy costs and marketing expenses increased in line with marketing efforts. The increase in the write-off of bad debts is due to the increase in revenue.

Accounting policy

Expenses arising from the Group’s business operations are accounted for in the year incurred. Marketing expenses arising from the Group’s business operations are accounted for in the year incurred.

3.9 Income tax and deferred income tax

Income tax

The major components of income tax expense for the years 2025 and 2024 are as follows:

Amounts recognised directly in equity

In 2025 and 2024, all aggregate current and deferred taxes arising in the reporting period have been recognised in the consolidated statement of profit or loss and no amounts have been recognised directly in equity.

Effective income tax reconciliation

The effective income tax amount on the Group’s profit before tax differs from the statutory income tax amount that would arise using the applicable statutory income tax rate. This difference is reconciled below.

Income tax based on Basic-Fit’s domestic rate
The income tax based on Basic-Fit’s domestic rate is based on the Dutch statutory income tax rate of 25.8% (2024: 25.8%). This reflects the income tax that would have been applicable assuming that all of its results were to be taxable at the Dutch statutory tax rate and there were no permanent differences between taxable base and financial results and no Dutch tax incentives were applied.

Effects of tax rates in foreign jurisdictions
This reflects the fact that a portion of Basic-Fit’s result is realised in countries other than the Netherlands, where different tax rates are applicable.

Adjustments in respect of prior years’ current and deferred taxes
The movements in the adjustments in respect of prior years’ current and deferred taxes for the years 2025 and 2024 relate to differences between the estimated income taxes and final corporate income tax returns.

Impact CVAE tax France
CVAE ('Cotisation sur la Valeur Ajoutée des Entreprises') is a corporate value-added contribution in France that, based on the Group’s analysis, meets the definition of an income tax as established under IAS 12. The current income tax charge includes an amount of €1.3 million (2024: €1.2 million) related to the CVAE tax in France. As the CVAE tax is deductible for French corporate income tax calculation, the net impact as reflected in the effective tax reconciliation is €1.0 million (2024: €0.9 million).

Impact of future tax rate changes
As a result of tax reforms in Luxembourg and Germany (enacted in 2025), deferred tax assets and liabilities were remeasured. Tax reform plans are taken into account as soon as the plans are substantively enacted.

Impact of tax incentives
Adjustments in respect of tax incentives are primarily related to energy and other investment allowances in the Netherlands, Belgium and Luxembourg, as well as a tax credit in France related to donations granted by Basic-Fit to organisations of general interest accredited by the French state. Furthermore, this item includes the stepped tax that is applicable in some countries where income below a certain threshold is taxable at a lower tax rate than the remaining result.

Impact of share of profit of equity accounted associates and joint ventures
Adjustments in respect of the share of profit from equity accounted associates and joint ventures relates to profits recognised that are excluded from taxable income.

Non-deductible expenses for tax purposes
Non-deductible expenses for tax purposes reflects the impact of permanent non-tax-deductible items, such as share-based payment expenses and other non-deductible or partly deductible expenses, such as meals and entertainment expenses.

Income tax receivable/payable

Current income tax receivable and current income tax payable per country can be broken down as follows:

1. Including CVAE

Deferred taxes

Deferred taxes are related to the following:

1. Including deferred tax asset of €3.1 million in 2024 from the acquisition of the business combination RSG Spain at the acquisition date
2. Including deferred tax liability of €24.9 million (2024: €3.1 million) from the acquisition of the business combination Clever Fit (2024: RSG Spain) at the acquisition date

This is reflected in the statement of comprehensive income as follows:

After netting deferred tax assets and deferred tax liabilities within the same tax entity for an amount of €481.2 million (2024: €468.7 million), these positions are as follows:

The following table presents the expected timing of the reversal of deferred tax assets and liabilities:

The gross movement on the deferred income tax account is as follows:

Tax losses

As at 31 December 2025, Basic-Fit recognised €80.5 million (2024: €88.3 million) in deferred tax assets for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and the level of future taxable profits, together with future tax planning strategies. In evaluating whether it is probable that sufficient taxable income will be generated to realise the benefit of these deferred income tax assets, the Group considered all available evidence, including forecasts, business plans and appropriate tax planning measures. This includes the consideration that it takes time for recently opened clubs to generate positive results. As a result, tax jurisdictions with a relatively high number of recently opened clubs, or many clubs still to be opened, may suffer start-up losses in the coming years. The reason is that revenues are expected to gradually increase with the growth of the number of members, while operating costs for the clubs are mostly fixed and are incurred as soon as Basic-Fit starts operating the clubs. Once these clubs become more mature, this will have a positive impact on the taxable income and the amount of losses that can be utilised for the applicable tax jurisdiction.

The Group took into account examples of positive evidence to support an assertion that it is probable that taxable profits will be available:

• Losses occurred due to identifiable one-time/non-recurring events (COVID-19);

• A strong earnings history exclusive of the loss that created the unused tax loss carried forward;

• Convincing tax planning strategies;

• The business generates sustainable profit margins that are sufficient to enable the Group to utilise existing tax losses carried forward and which can be utilised for that purpose (e.g. in the same tax jurisdiction).

Conversely, the following examples of negative evidence that may indicate that it is not probable that future taxable profits will be available are not applicable to Basic-Fit:

• A recent history of operating losses for tax purposes;

• The taxable entity is a start-up business;

• History of significant variances of actual outcomes against business plans;

• Losses of major customers and/or of significant contracts;

• Uncertainty regarding the company's going concern status;

• History of restructuring without returning to profitability or emerging from a bankruptcy;

• The taxable entity expects losses in early future years;

• The taxable entity has a history of unused tax losses and/or credits expiring; and

• The losses relate to the core activity of the company and thus may reoccur in the future.

As at 31 December 2025, deferred tax assets had been recognised for all loss carry-forwards in the taxable entities Basic-Fit Belgium B.V., Basic-Fit France S.A., and the fiscal unity in the Netherlands, consisting of Basic-Fit N.V., Basic Fit International B.V., Basic Fit Nederland B.V., Basic-Fit Franchise B.V. and B-Securité B.V.
Based on the budget for 2026 onwards for these jurisdictions, and with reference to the assumptions and significant judgements as described above, it is considered more likely than not that these entities will be able to offset the tax loss carry-forwards in the coming eight years, taking into account temporary differences. In assessing whether it is probable that sufficient future taxable profits will be available, it has been taken into account that the entities have a track record of taxable income in past years (excluding the COVID-19 period) and that the losses are due to an identifiable non-recurring event, namely the COVID-19 pandemic.

The Group’s German subsidiaries are subject to corporate income tax (Körperschaftsteuer, KSt) and trade tax (Gewerbesteuer, GewSt). In accordance with IAS 12, deferred tax assets are recognised on tax loss carryforwards only when their utilisation against future taxable profits is considered probable. Because KSt and GewSt apply different tax bases, the related loss carryforwards are assessed separately. As at 31 December 2025, Basic‑Fit Germany GmbH had KSt loss carryforwards of €11.0 million and GewSt loss carryforwards of €1.7 million. In July 2025, the German tax authorities confirmed that €9.3 million of KSt losses and €2.3 million of GewSt losses originating from periods prior to the acquisition remain available for utilisation. Based on updated profitability forecasts, management did not recognise a deferred tax asset for the €11.0 million of KSt losses. Management considers it probable that the €1.7 million of GewSt losses will be utilised, and therefore a deferred tax asset of €0.3 million has been recognised at year‑end. In addition, a deferred tax asset of €0.1 million has been recognised relating to €0.7 million of GewSt loss carryforwards of Clever fit Betriebs GmbH & Co. KG.

Deferred tax assets have been recognised for a portion of the tax loss carry‑forwards of Basic Fit Spain S.A. (2025: €25.0 million; 2024: €27.0 million). The tax loss carry‑forwards largely relate to periods prior to the company’s integration into the Basic‑Fit brand. In 2024, Basic Fit Spain S.A. acquired and subsequently merged with RSG Group España S.L.U. and RSG Group Madrid Moncloa S.L.U. At the acquisition date, these entities had available tax loss carry‑forwards of €68.9 million and €4.0 million respectively, which remain utilisable by Basic Fit Spain S.A. The utilisation of tax loss carry‑forwards is subject to the statutory limitation of 25% of taxable profit per year, with a minimum deductible amount of €1.0 million (or the full taxable profit if below €1.0 million). Management has assessed the recoverability of the losses based on projected taxable profits beyond 2026 and on the historical profitability of both Basic Fit Spain S.A. (excluding COVID‑19 years) and the acquired RSG entities. A deferred tax asset has been recognised to the extent that recovery of the related losses is considered probable within an eight‑year period. Unrecognised tax loss carry‑forwards will be reassessed annually. Recognition of additional deferred tax assets will reduce income tax expense in the period of recognition.

In total, Basic-Fit has not recognised any deferred tax assets for gross loss tax carry-forwards amounting to €115.2 million (2024: €104.2 million), related to Basic Fit Spain S.A. (€104.2 million) and Basic-Fit Germany GmbH (€11.0 million). There are no restrictions on the expiration of these tax loss carry-forwards.

Accounting policy

Income tax expense
The income tax expense or credit for the period is the tax payable or receivable on the current period’s taxable result, based on the applicable income tax rate for each jurisdiction adjusted for changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and amends tax assets and liabilities where appropriate.

Current tax assets and tax liabilities are offset when the entity has a legally enforceable right to offset and intends either to settle on a net basis or realise the asset and settle the liability simultaneously.

Deferred tax
Deferred income tax is recognised using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Nor is the deferred income tax accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and at the time of the transaction does not give rise to equal amounts of taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period, and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised for unused tax losses, deductible temporary tax differences, and tax credits to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits, together with future tax planning strategies.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same tax authority on either the taxable entity or different taxable entities, where there is an intention to settle the balances on a net basis.

4 Non-current assets and investments

Section 4- general (hidden)

This section discloses the Group’s non-current assets, including leased assets and the related lease liabilities and investments made during the year, either through separate asset acquisitions or business combinations.

4.1 Goodwill

The movement in goodwill over the years was as follows:

1. Note 4.5 Business combinations

Impairment testing for CGUs containing goodwill

Goodwill acquired through business combinations is allocated to and monitored on the level of the six cash-generating units (CGUs) as follows:

Impairment testing - Basic-Fit

The recoverable amount of each CGU is based on value-in-use calculations on a post-IFRS 16 basis. On a post-IFRS 16 basis, lease liabilities and the associated cash flows are excluded from the determination of the carrying amount and the recoverable amount of the CGU as these are a form of financing activity. Right-of-use assets are included in the carrying amount of the CGU and cash outflows required to replace the right-of-use assets at the end of the lease term are incorporated in the value-in-use calculation. In determining the WACC discount rate, lease liabilities are included in net debt.

Based on the calculated recoverable amounts in the 2025 impairment test, there is significant headroom¹ for all CGUs (on average almost 100% of the total carrying amount²), varying from an average of 113% for the CGUs in the reportable segment France, Spain & Germany to 240% for all CGUs in the Benelux segment. The sensitivity analysis conducted, including a terminal growth rate of 0.0% instead of 1.5% or a 2.5% lower EBITDA margin in combination with a 1% higher WACC, does not indicate that a reasonably possible change in the key assumptions on which the Group has based its determination of the recoverable amounts would result in impairment.
Details of the assumptions and estimates made are presented under Significant estimates below.

Impairment testing - Clever Fit

The goodwill arising on acquisition of Clever Fit has provisionally been allocated to the Clever Fit CGU. As Clever Fit was acquired close to year-end (November 2025, see note 4.5 Business combinations) and there were no indications of impairment at year-end, the Clever Fit CGU was not included in the regular 2025 impairment test of Basic-Fit’s CGUs based on value-in-use. The impairment test for Clever Fit was based on the indicative fair value test as at the acquisition date, as determined as part of the purchase price allocation, supporting the actual purchase price paid. Due to the nature of the indicative fair value test the headroom at year-end is minimal.

Key assumptions used in the impairment test are a terminal growth rate of 1%, a discount rate of 8.2% (post-tax WACC), revenue growth of 8.3% (compound annual growth rate of revenue over the forecast budget period 2026-2030) and long-term EBITDA margins in line with historical performance. Changes in these assumptions may have a significant impact on the valuation of goodwill and other intangible assets as at 31 December 2025. Based on a sensitivity analysis conducted, an individual decrease in EBIT of 5%, an increase in discount rate of 0.5% or a decrease in terminal growth rate by 0.5% would result in an impairment of maximum €10 million.

1. Headroom calculated as value-in-use minus carrying amount as a percentage of the carrying amount
2. Including goodwill

Accounting policy

Goodwill on the acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.

Goodwill is allocated to CGUs for the purpose of impairment testing. The goodwill is allocated to those CGUs, or groups of CGUs, that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes. Management monitors goodwill on a country basis. Therefore, goodwill has been allocated to the Netherlands, Belgium, Luxembourg, France and Spain. The Group tests goodwill and other applicable assets for impairment annually in December, or whenever management identifies conditions that may indicate a risk of impairment, by comparing their recoverable amount with their carrying amount. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount and is recognised immediately in the statement of profit or loss. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. In estimating the recoverable amount, management is required to make an estimate of the expected future cash flows from the CGU in the forecast period and also to determine a suitable discount rate in order to calculate the present value of those cash flows. Such estimates are subject to a certain degree of judgement and uncertainty.

Impairments to goodwill are not subsequently reversed.

Reference is also made to note 4.5 Business combinations.

4.2 Other intangible assets

The movement in other intangible assets over the years was as follows:

1. Note 4.5 Business combinations

1. Note 4.5 Business combinations

Additions to the franchise concept, customer relationships and other intangible assets in 2025 are related to the acquisition of Clever Fit (note 4.5 Business combinations). Additions to customer relationships in 2024 are related to the acquisition of RSG Spain (note 4.5 Business combinations). Additions to other intangible assets in 2025 and 2024 are mainly related to investments in software and development costs. Disposals are related to intangible assets that were no longer in use.

Other intangible assets include fully amortised assets that are still in use and had an initial cost of €18.6 million (2024: €13.7 million).

There were no changes in useful lives and residual values, and no impairment charge has been recorded for intangible assets in either period presented.

Accounting policy

Customer relationships and brand name
Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. Separately acquired customer relationships are recognised at historical cost. The brand name is recognised at fair value. Customer relationships and the brand name have a finite useful life and are carried at cost less accumulated amortisation and accumulated impairment losses. The brand name is amortised on a straight-line basis over the estimated useful life of 20 years. For customer relationships, amortisation is calculated based on the pattern of economic benefits that Basic-Fit obtains from these customer relationships. If such a pattern cannot be reliably estimated, the amortisation is calculated using the straight-line method over their estimated useful lives of 7-8 years.

Franchise concept
Franchise-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Franchise-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and accumulated impairment losses. The franchise concept is amortised on a straight-line basis over the estimated useful life of 15 years.

The franchise concept represents the identifiable, intangible resources that enable the franchise system to operate consistently, efficiently, and profitably across the network. The franchise concept is based on the underlying contractual relationships to the franchisees and comprises the franchise-related know-how including a proven business model, standardised operational processes and best practices, marketing services and ongoing coaching and support for franchisees. Additionally, the franchisees are granted access to the intellectual property such as the brand "Clever Fit".

Other intangible assets
Other intangible assets are mostly software-related and are measured at cost on initial recognition. Following initial recognition, other intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is recognised in the statement of profit or loss when incurred.

Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources are available to complete the development and to use or sell the software product; and
• the expenditure attributable to the software product during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software product include the software development employee costs. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Judgement is required in evaluating whether subsequent development expenditure is to be capitalised as an internally generated intangible asset or expensed as incurred. The key elements of judgement are whether the development project will generate incremental probable future economic benefit and which projects result in substantial improvements that increase the functionality of the asset. Economic benefit is determined as either an increase in revenues or a reduction in costs. Only those projects that are a substantial improvement and that result in direct and incremental economic benefit will be capitalised.

Software-as-a-Service (SaaS) arrangements are service contracts providing the Group with the right to access the cloud provider’s application software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider’s application software, are recognised as operating expenses when the services are received, unless the criteria to recognise the expenditures as an intangible asset are satisfied.

The useful lives of intangible assets are assessed as either finite or indefinite. The Group has assessed the remaining useful life to be finite for all recognised other intangible assets.

Other intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit or loss in the expense category consistent with the function of the intangible assets.

Computer software development costs recognised as assets are amortised over their estimated useful lives, which do not exceed five years.

Gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.

Other intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (CGUs). Other intangible assets are tested for impairment as part of the CGUs and as disclosed in more detail in note 4.1 Goodwill.

Non-financial assets other than goodwill that have suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

4.3 Property, plant and equipment

The movement in property, plant and equipment over the years was as follows:

1. Note 4.5 Business combinations

1. Note 4.5 Business combinations

As at 31 December 2025, the carrying amount of 'Other fixed assets' includes assets under construction of €4.4 million (2024: €2.0 million). Other fixed assets include fitness equipment and other property, plant and equipment.

Disposals in 2025 and 2024 related primarily to building improvements and other fixed assets with no carrying value that were no longer in use, as well as the disposal of fitness equipment in 2024 and 2025.

The impairment loss of €8.0 million in 2024 represents the write-down to the recoverable amount of fitness equipment available to be leased out as part of the All-in membership in the segment Benelux, due to lower-than-expected sales. The impairment loss was recognised in the statement of profit or loss as part of depreciation, amortisation and impairment charges. Basic-Fit stopped selling the All-in membership in the fourth quarter of 2024. As a consequence, the bikes that were not leased out were transferred to inventories for €3.0 million (€19.7 million historical costs minus €16.7 million accumulated depreciation).

Accounting policy

Property, plant and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical costs include expenditure that is directly attributable to the acquisition of the items and is calculated after deducting trade discounts.

Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the costs of the item can be measured reliably.

Subsequent costs that extend the useful life of the asset and give rise to future economic benefits, are capitalised as part of the asset. Subsequent costs that merely maintain the economic benefits originally expected are considered repairs and maintenance and recognised as an expense in profit or loss during the reporting period in which they are incurred.

Depreciation is calculated using the straight-line method to allocate their costs, net of their residual values, over their estimated useful lives as follows:
• Building improvements: 5–20 years;
• Fitness equipment: 6–12 years; and
• Other property, plant and equipment: 5–10 years.

In calculating the depreciation of fitness equipment as part of the 'Smart Refurbishing initiative', Basic-Fit uses a 'component approach'. The 'base fitness equipment component' will be depreciated based on a useful life of 12 years, while the 'replacement parts component' (including the directly related costs) will be depreciated based on a useful life of six to eight years. The fees charged by the fitness equipment partner attributable to major overhaul and part replacements that extend the useful life are capitalised as part of the fitness equipment. Fees related to repair and maintenance are expensed as part of Other operating costs. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in Other operating income in the consolidated statement of profit or loss.

Fixed assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (CGUs).

Non-financial assets other than goodwill that have suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

4.4 Right-of-use assets and lease liabilities

Group as a lessee

The Group has lease contracts for buildings, vehicles, part of the fitness equipment and part of the other equipment used in its operations. Leases for buildings generally have contractual lease terms of between nine and twenty years. Vehicles generally have contractual lease terms of between three and five years and fitness equipment leases have a contractual term of five years. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Multiple lease contracts include extension and termination options, which are discussed in more detail below.

The Group also has certain leases with contractual lease terms of twelve months or less and leases for low-value office equipment. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.

Set out below are the carrying amounts of right-of-use assets recognised and the movements over the years:

1. Note 4.5 Business combinations

Set out below are the carrying amounts and the movements over the years of lease liabilities related to these right-of-use assets:

1. Note 4.5 Business combinations

Remeasurements of right-of-use assets and lease liabilities are related to the (periodical) indexation of lease payments, renewals of lease contracts, as well as changes in the assumptions related to renewal options.

Lease payments in 2025 as reported in the overview above (€305.1 million) are recognised in the statement of cash flows as lease liabilities interest paid (€59.6 million) and repayment of lease liability principal (€245.5 million) respectively. Lease payments in 2024 (€291.5 million) are recognised in the statement of cash flows as lease liabilities interest paid (€53.9 million) and repayment of lease liability principal (€237.6 million) respectively.

The maturity analysis of lease liabilities is disclosed in note 6.4 Financial risk management.

The following amounts are recognised in profit or loss over the years related to right-of-use assets and lease liabilities:

1. Included in Other operating expenses

The Group recorded total lease-related cash outflows of €307.1 million in 2025 (2024: €294.0 million). The Group also recorded non-cash additions to right-of-use assets and lease liabilities of €353.1 million in 2025 (2024: €445.8 million). The future cash outflows relating to leases that have not yet commenced are disclosed in note 7.2 Contingencies and commitments.

Basic-Fit determines the incremental borrowing rate (IBR) per country, taking into account the term of the lease based on three ageing buckets (up to 10 years, 10-20 years and more than 20 years). The IBRs ranged from 3.2% to 5.3% in 2025 (2024: 3.3% to 5.2%).

Accounting policy

Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The right-of-use asset for acquired leases is measured at the present value of the remaining lease payments adjusted for any favourable or unfavourable lease terms recognised when compared to market terms. These favourable and unfavourable contracts are recognised at fair value on the acquisition date for contracts whose terms are respectively favourable or unfavourable compared with current market terms, and they are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method, based on the term of the lease contracts.

Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term.

Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate (if any) are recognised as expense in the period in which the event or condition that triggers the payment occurs. When calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of whether to purchase the underlying asset.

Lease component and non-lease components
The Company has elected to separate lease and non-lease components included in lease payments for property leases. With respect to vehicle leases, Basic-Fit applies the practical expedient not to separate non-lease components from lease components. Therefore, the full monthly lease fees will be reflected in Basic-Fit’s statement of financial position. Basic-Fit applies a portfolio approach for vehicle leases to effectively account for the right-of-use assets and lease liabilities.

Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered of low value (i.e. below €5,000). Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

Extension options
Most of the lease contracts for buildings include extension and termination options. These options are negotiated by management to provide flexibility in terms of managing the leased asset portfolio and to align with the Group’s business needs. Management exercises significant judgement in determining whether it is reasonably certain that these extension and termination options will be exercised (see below).

Extension options are included in the lease term when the Group has such an economic incentive that exercising the option is reasonably certain. Periods covered by termination options are included as part of the lease term only when it is reasonably certain that these will not be exercised.

4.5 Business combinations

Acquisitions 2025

Acquisition "Clever Fit"

On 10 November 2025, Basic-Fit announced that it had completed the acquisition of Clever Fit, the leading fitness franchisor in Europe. With the acquisition, Basic-Fit acquired 493 clubs at purchase date in seven geographies - of which 454 were franchised clubs and 39 were owned Clever Fit clubs. The total purchase price net of cash was €138.3 million, which was mostly allocated on a provisional basis to the franchise concept, right-of-use assets (including favourable and unfavourable lease contracts) and lease liabilities, property, plant and equipment, customer relationships, net working capital and goodwill.

The franchise concept represents the identifiable, intangible resources that enable the franchise system to operate consistently, efficiently and profitably across the network. The franchise concept is based on the underlying contractual relationships to the franchisees and comprises the franchise-related know-how including a proven business model, standardised operational processes and best practices, marketing services and ongoing coaching and support for franchisees. Additionally, the franchisees are granted access to the intellectual property such as the brand "Clever Fit".

The goodwill of approximately €79.2 million represents the excess of the consideration transferred after the recognition of newly acquired net identifiable assets and liabilities totalling €73.1 million and primarily relates to future growth opportunities, the value of new customers and the value of the assembled workforce.

The entities were acquired through a share deal. In relation to this share deal, Basic-Fit recognised a deferred tax liability for the temporary differences due to the valuation of the franchise concept, customer relationships and the negative net amount of favourable and unfavourable leases (included in the measurement of the right-of-use assets) that is not deductible for income tax purposes (total €24.9 million).

Transaction costs of €1.5 million were expensed and are included in Other operating expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows.

The purchase agreement includes a variable purchase price (earn-out) of €15.0 million, subject to a reduction for each Clever Fit club (owned and franchised) that exits the group over the three-year period post-closing. As at the acquisition date, the fair value of the contingent consideration was estimated to be €10.5 million. The contingent consideration is classified as other liabilities (see note 5.4 Trade and other payables).

Basic-Fit elected to measure the non-controlling interest in the acquiree at the proportionate share of its interest in the acquiree’s identifiable net assets.

From the date of acquisition, Clever Fit has contributed €10.8 million in revenue and added €1.0 million to the Group's profit before income tax in 2025. If the acquisition had occurred on 1 January 2025, management estimates that the consolidated revenue for 2025 would have been €1,474.5 million, and consolidated profit before income tax for the year 2025 would have been €25.7 million. In determining these amounts, management assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2025.

Acquisition "Clever Fit franchisee"
In December 2025, Basic-Fit entered into a purchase agreement with one of the Clever Fit franchisees for the acquisition of 17 franchise clubs. The transaction will qualify as a business combination under IFRS 3 upon closing. The transfer of control (closing) is expected to take place in early 2026, subject to the fulfilment of all contractual conditions precedent. In December 2025, Basic‑Fit made an advance payment of €1 million, which is presented as a prepayment in the 2025 financial statements. As control has not yet transferred, the acquisition is not consolidated as of 31 December 2025.

Acquisitions 2024
On 27 March 2024, Basic-Fit closed the acquisition of RSG Group España S.L.U., including all 42 McFIT clubs and all five Holmes Place clubs in Spain ('RSG Spain'). The total cash outflow in 2024 was €31.3 million. At the end of June 2024, Basic-Fit closed the transaction related to the sale of the five Holmes Place clubs for €5.25 million.

From the date of acquisition, RSG Spain has contributed €34.7 million in revenue and added €1.3 million to the Group's profit before income tax in 2024. If the acquisition had occurred on 1 January 2024, management estimates that the consolidated revenue for 2024 would have been €1,228.8 million, and consolidated profit before income tax for the year 2024 would have been €14.8 million. In determining these amounts, management assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2024.

The following table summarises the considerations paid for the acquisitions, the fair value of assets acquired and the liabilities assumed at the acquisition date:

This cash outflow amounting to €139.3 million (2024: €31.3 million) is recognised in the consolidated statement of cash flows as part of 'Net cash flows used in investing activities'. In 2025, this amount includes the prepayment of €1 million for the acquisition of the Clever Fit franchisee. In 2024, this amount includes a temporary loan of €9.6 million from 11 January 2024 to 27 March 2024, granted to the seller, which effectively served as a prepayment. It was settled at acquisition date with the acquisition price payable.

In 2025, inventories and receivables include trade receivables with an acquisition date fair value of €2.3 million. The gross contractual amounts receivable was €5.9 million, of which €3.6 million was expected to be uncollectable at the date of acquisition.

Accounting policy
Business combinations are accounted for using the acquisition method. The costs of an acquisition are measured as the aggregate of the consideration transferred, which is measured at fair value at the acquisition date and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interest in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets.

Acquisition-related costs are expensed as incurred and included in administrative expenses.

The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent considerations classified as equity are not remeasured and its subsequent settlement is accounted for within equity. Contingent considerations classified as assets or liabilities that are financial instruments and within the scope of IFRS 9 Financial Instruments, are measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other contingent considerations that are not within the scope of IFRS 9 are measured at fair value at each reporting date with changes in fair value recognised in profit or loss.

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired exceeds the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in the excess fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units (CGUs) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in these circumstances is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

4.6 Investments in associates and joint ventures

In 2023, the Group acquired a 25% interest in HKNA Participaties B.V., which (with its 100% subsidiaries) is involved in maintenance, repair and cleaning activities in commercial buildings in the Netherlands, Belgium, Luxembourg, France, Spain and Germany. HKNA Participaties B.V. is a private entity that is not listed on any public exchange. The registered office is in Hoofddorp, the Netherlands. The Group’s interest in HKNA Participaties B.V. is considered individually immaterial and accounted for using the equity method in the consolidated financial statements.

At the end of December 2025, the Group disposed of its 25% interest in HKNA Participaties B.V. for €4.0 million. The gain on disposal amounted to €2.2 million and is included in Other operating income (see note 3.7).

The movement over the years was as follows:

As part of the Clever Fit acquisition, the Group acquired a 50% interest in CF Fitness d.o.o. and a 50% interest in Clever fit Development d.o.o. These joint ventures are operating fitness clubs under the Clever Fit brand in Croatia and Slovenia respectively. The carrying amount of the investment in CF Fitness d.o.o. is €1.6 thousand and the carrying amount of the investment in Clever fit Development d.o.o. is €4.0 thousand. The Group’s interests in these joint ventures are considered individually immaterial and accounted for using the equity method in the consolidated financial statements.

As at 31 December 2025, the Group had no contingent liabilities or commitments relating to its interest in these joint ventures.

Accounting policy
Investments in associates and joint ventures are accounted for using the equity method. The aggregate of the Group’s share in the profit or loss of an associate and a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate or joint venture.

According to the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment separately. Thus, reversals of impairments may effectively include reversal of goodwill impairments. Impairments and reversals are presented within ‘Share of profit of associates and joint ventures’ in the statement of profit or loss.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

5 Working capital

Section 5- general (hidden)

The notes in this section specify the Group’s working capital, including disclosures related to cash and cash equivalents.

5.1 Inventories

The composition of the inventories was as follows:

'Food and drinks' consist primarily of sports water that members with a (paid) 'sports water add-on' can drink in the clubs.

Fitness equipment includes equipment transferred from property, plant and equipment in 2024 as disclosed in more detail in note 4.3 Property, plant and equipment.

Accounting policy
Inventories are stated at the lower of cost and net realisable value. Costs comprise direct materials and are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

5.2 Trade and other receivables

The increase in member and trade receivables is directly related to the increase in clubs and revenue, as well as the Clever Fit acquisition. The higher taxes and social charges receivable is mainly related to VAT. The VAT receivable balance is mainly a result of the timing of invoices issued and received, as well as the timing of VAT declarations that are paid to or received from the tax authorities. The decrease in prepayments is mainly related to decreased prepayments for promotion bags and service charges.

The fair value of the receivables approximates the carrying amount. No breakdown of the fair values of trade and other receivables has been included, as the differences between the carrying amount and the fair values are insignificant. In determining the expected credit loss allowance, the Group took into account any change in the risk profile of its members following economic uncertainty.

The carrying amounts of the Group’s trade and other receivables are all denominated in euros.

Movements in the Group provision for impairment of receivables were as follows:

The creation and release of provisions for impaired receivables have been included in 'Other operating expenses' in the statement of profit or loss (note 3.8 Other operating expenses). Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. As described in note 6.4 Financial risk management regarding credit risk, all member-related receivable balances are automatically past due. The estimated provision for impairment losses is recognised on the basis of the expected credit loss for each of the ageing buckets.

The other classes in trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, the Group expects these amounts to be received when due (the Group does not hold any collateral with respect to these receivables).

Accounting policy
Trade and other receivables include amounts due from members for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are generally due for settlement within 30 days or less and are therefore all classified as current.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest rate method, less provision for impairment.

See note 6.5 Financial instruments for the accounting policy related to financial assets and liabilities, derivative financial instruments and fair value measurement.

5.3 Cash and cash equivalents

The composition of cash and cash equivalents was as follows:

All cash and cash equivalents are available for immediate use by the Group, except for an amount of €0.6 million (2024: €0.6 million) related to bank guarantees.

Accounting policy
In the statement of cash flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions and bank overdrafts (if any). In the statement of financial position, bank overdrafts are shown within borrowings in current liabilities.

5.4 Trade and other payables

The composition of trade and other payables was as follows:

All current liabilities fall due in less than one year. The fair value of the current liabilities approximates the carrying amount due to their short-term nature.

Accruals related to capital expenditure are related to investments in opened or to be opened clubs, to the extent that no invoice is received while construction work has already been completed. The lower accruals is a result of the lower number of clubs that were opened in January 2026 compared with January 2025, for which all or most construction work had already been completed while no invoice had been received.

The increase in other lines in the table above are mostly directly related to the growth in members and clubs. Furthermore, the increase in Other liabilities and accrued expenses is mainly due to the contingent consideration related to the acquisition of Clever Fit (note 4.5 Business combinations) and higher accrued personnel costs for 24/7 openings in France.

Accounting policy
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30-60 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within twelve months after the reporting period. They are initially recognised at their fair value and subsequently measured at amortised cost using the effective interest rate method.

For deferred revenues, see note 3.2 Revenue.

6 Financing, financial risk management and financial instruments

Section 6 - general (hidden)

This section includes notes related to financing items such as equity, borrowings, financial risk management and financial instruments. Related items such as the earnings per share calculation and financial income and costs, are included in this section.

6.1 Equity

Share capital
The authorised share capital of the Company amounts to €9.0 million and is divided into 150,000,000 shares with a nominal value of €0.06. The subscribed share capital as at 31 December 2025 amounted to €3.96 million (2024: €3.96 million) and was divided into 66,000,000 shares fully paid-up with a nominal value per share of €0.06. There were no movements in authorised and subscribed share capital in the reporting periods.

Share premium
As at 31 December 2025, the share premium amounted to €690.5 million (2024: €690.5 million). There were no movements in the reporting periods.

Treasury shares
The Company occasionally repurchases its own ordinary shares from the open market. These shares are held in treasury and are presented as a deduction from equity. Treasury shares do not carry voting rights and are not entitled to receive dividends. The Company’s treasury share programme is managed by the Management Board, who determine the timing and volume of repurchases based on market conditions, liquidity, and strategic objectives.

The Company holds treasury shares for the following primary purposes:

1. Employee share-based payment plans: This portion of the treasury shares is designated to satisfy obligations arising from the Company's share-based payment plans. This approach allows the Company to mitigate dilution of existing shareholders' equity that would occur if new shares were issued for these plans. In 2025, the Company purchased 117,661 shares (2024: 149,476 shares) for a total amount of €2.3 million (2024: €3.2 million) to meet obligations related to the equity-settled share-based compensation plans. For this purpose, 51,975 shares were reissued in 2025 (2024: 24,485 shares) with a corresponding value of €1.1 million (2024: €0.5 million). As at 31 December 2025, 190,677 treasury shares (€3.9 million) were held for this purpose, expecting to be utilised for vested awards over the next four years (31 December 2024: 124,991 shares representing €2.7 million).

2. Share buyback programme: The Company also repurchases shares as part of its capital management strategy to enhance shareholder value and to maintain an optimal capital structure. Shares acquired under this objective are held temporarily and are subject to future cancellation. As at 31 December 2025, 1,000,000 treasury shares (€26.2 million¹) were held for this purpose, expecting to be cancelled within one year, subject to approval by the shareholders.

On 31 December 2025, the Company held 1,190,677 of the Company's shares (2024: 124,991 shares).

1. Including €2.3 million dividend tax paid to the tax authorities during the year

Equity-settled share-based payments reserve
The movement in the equity-settled share-based reserve over the past two years was as follows:

The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. See note 3.5 Share-based payments for further details.

Equity component of convertible bonds
The equity component of the convertible bonds reserve amounted to €48.7 million, is recognised net of tax and relates to the convertible bonds issued by the Group in June 2021. There were no movements in the periods 2025 and 2024.

See note 6.3 Borrowings and note 6.5 Financial instruments for the disclosure and accounting policy for the convertible bond.

Retained earnings
The results for the years 2025 and 2024 are included in retained earnings.

Accounting policy

Ordinary shares
Ordinary shares are classified as share capital.

Share premium
The share premium represents the amount by which the fair value of the consideration received exceeds the nominal value of shares issued. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

Treasury shares
Treasury shares are recognised at cost and deducted from equity, including any directly attributable incremental costs (net of income taxes), until the shares are cancelled or reissued. When such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and related income tax effects, is included in equity.

See the accounting policy in note 6.5 Financial instruments related to compound financial instruments for the accounting policy related to 'equity components of convertible bonds'.

6.2 Earnings per share

The calculation of basic and diluted earnings per share is based on the following data:

The number of potential dilutive weighted-average shares not taken into consideration above, due to their antidilutive effect, amount to 5,999,012 ordinary shares for both 2025 and 2024. These shares are related to convertible bonds.

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date these financial statements were authorised.

Accounting policy
Basic earnings per share are calculated by dividing the net result for the year attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year. Treasury shares are deducted from the number of ordinary shares outstanding on a weighted basis.

Diluted earnings per share are calculated by dividing the net result for the year attributable to ordinary equity holders of the parent company adjusted for the interest on convertible bonds by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

6.3 Borrowings

The Group‘s interest-bearing borrowings at 31 December 2025 and 31 December 2024, including the movements during 2025 and 2024, are summarised in the following tables:

1. All relate to Clever Fit acquisition, note 4.5 Business combinations

1. All relate to RSG Spain acquisition, note 4.5

The revolving credit facility is presented as non-current borrowings, as the Group expects and has a right to renew the revolving credit facility every three months until the maturity date.

Convertible bonds – liability component

On 17 June 2021, the Company issued convertible bonds due on 17 June 2028 at 100% of their nominal value in an aggregate principal amount of €303.7 million. The convertible bonds have an interest rate of 1.50% payable semi-annually in arrears in equal instalments on 17 June and 17 December each year, commencing on 17 December 2021. The convertible bonds have a maturity of seven years and a denomination of €100,000 each. The bonds are convertible into ordinary shares of the Company at the option of bondholders during the conversion period ending on the earlier of seven business days prior to the maturity date or any relevant redemption date. The initial conversion price was set at €50.625 (a 35% premium over the reference share price), and will be subject to adjustment in certain circumstances in line with market practice. The Company has the option to redeem all, but not some only, of the bonds for the time being outstanding at their principal amount together with accrued interest, at any time since 8 July 2025 provided that the volume-weighted average price of a share on Euronext Amsterdam shall have exceeded 130% of the conversion price on each of not less than 20 trading days in any period of 30 consecutive trading days. Any outstanding bonds are also redeemable at any time after the settlement date if at least 85% of the issued bonds have been converted, settled or redeemed. Bondholders can exercise a put option and are entitled to require an early redemption of their convertible bonds at their principal amount, together with accrued but unpaid interest, on 17 June 2026 or in the event of a change of control as defined in the terms and conditions.

At inception, Basic-Fit expected a maturity of the convertible bonds equal to the contractual maturity, which is 7 years (17 June 2028), which is used for the calculation of the amortised cost of the liability component. Judgement is required to estimate the expected maturity. With reference to 2.1 Basis of preparation, management's judgement on the expected maturity changed after an updated assessment on 30 June 2025. According to this assessment, the likelihood of bondholders exercising their put option has increased. This has resulted in a (non-cash) catch-up adjustment of €10.8 million recognised as finance costs in June 2025.

Based on an updated assessment on 31 December 2025, the likelihood of bondholders exercising their put option has further increased. This has resulted in an additional (non-cash) catch-up adjustment of €5.8 million recognised as finance costs in December 2025. A change in this assessment in future periods may have a material impact on the amortised cost calculation and profit or loss for that period.

The convertible bonds are presented as current borrowings as Basic-Fit does not have the right to defer settlement for at least twelve months after 31 December 2025 due to the put option of bondholders on 17 June 2026.

Refer to note 8.5 for events after the reporting period related to the convertible bonds.

Bank borrowings: senior debt loans, drawn revolving credit facility (RCF) and bilateral facilities

The Group’s facilities agreement is provided by a syndicate of banks comprising of ABN AMRO, ING Bank, Rabobank, BNP Paribas, KBC Bank, and Citibank.

As at 31 December 2025, the Group’s facilities agreement consisted of the following:

• Term loan €250 million (2024: €250 million)

• Revolving credit facility (RCF) €550 million, fully committed (2024: €530 million committed)

• Bilateral facilities I: €330 million (2024: nil)

• Bilateral facilities II: €180 million (2024: nil)

The interest rates on the facilities are based on Euribor plus a margin. Margins differ between the facilities, and the margin for the syndicated facilities is linked to the Group's leverage ratio. The weighted Euribor plus margin was 4.7% at 31 December 2025 (2024: 4.9%). All facilities are unsecured.

Term loan and RCF
As at both 31 December 2025 and 31 December 2024, the € 250 million term loan was fully drawn. As at 31 December 2025, €485 million (2024: €480 million) of the RCF was drawn in cash, and €11.1 million (2024: €11.3 million) was used for bank guarantees.

The majority of the term loan and RCF will mature in June 2029 (€730 million) with a smaller portion (€70 million) maturing in June 2028.

Bilateral facilities
The bilateral facilities I, totalling €330 million, matures in June 2027. Of this, €290 million is intended to repay convertible bondholders who may exercise their put option in June 2026. As at 31 December 2025, €25 million was drawn in cash.

The bilateral facilities II, totalling €180 million, matures in June 2028. As at 31 December 2025, the full amount was drawn in cash. These facilities are designated to fund the acquisition of Clever Fit (see note 4.5 Business combinations) and related investments as a result of this acquisition.

Temporary working capital facility

From 22 January to 22 October 2025 the Company used a temporary working capital facility of €25 million, received from Banco Santander (2024: €30 million from 5 January to 5 April 2024).

Schuldschein
In October 2019, Basic-Fit completed a Schuldschein issuance in euro-denominated tranches (unsecured). The remaining outstanding amount of €18 million was repaid in October 2024.

Other bank borrowings
As part of the acquisition of RSG Spain in March 2024, Basic-Fit took over six bank loans, all repayable in monthly instalments. One loan (remaining outstanding amount on 31 December 2025 €1.0 million (2024: €1.6 million) with an interest rate of 6.6% has a termination date in 2027 and is partly classified as long-term (31 December 2025: €0.4 million; and 31 December 2024: €1.0 million) and partly as short-term (31 December 2025: €0.6 million; and 31 December 2024: €0.6 million). The other loans (remaining outstanding amount on 31 December 2024: €1.0 million) with fixed interest rates varying between 1.4% and 5.6% were repaid in 2025.

Other borrowings
As part of the acquisition of Clever Fit in November 2025, Basic-Fit took over seven loans, all repayable in monthly instalments. The interest is fixed at 6%. The remaining outstanding amount on 31 December 2025 of €2.6 million is partly classified as long-term (€2.0 million) and partly as short-term (€0.6 million).

Borrowing costs
The carrying amount of the borrowings is presented net of capitalised finance costs (2025: €9.7 million; 2024: €3.9 million). Additions in 2025 amounting to €7.2 million (2024: €0.8 million) primarily relate to capitalised transaction costs attributable to the initial recognition of new bank facilities in accordance with IFRS 9’s amortised cost measurement requirements. The additions also include capitalised fees arising from the one‑year modification and extension of existing facilities, which are accounted for under the IFRS 9 modification guidance. Capitalised finance costs are amortised to the statement of profit or loss over the contractual term of the loans using the effective interest method.

Lease liabilities
The Group recognises lease liabilities to make lease payments related to the right to use the underlying assets. See note 4.4 Right-of-use assets and lease liabilities for a more detailed disclosure.

Accounting policy
Borrowings are initially recognised at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. However, a revolving credit facility is classified as non-current if the Group expects, and has the discretion, to roll over for at least twelve months after the reporting period.

The Group does not have any qualifying assets, which are assets that necessarily take a substantial period of time to prepare for their intended use or sale. Therefore, borrowing costs are not capitalised and are expensed in the period in which they are incurred.

See note 6.5 Financial instruments for the accounting policy related to financial assets and liabilities, derivative financial instruments and fair value measurement.

6.4 Financial risk management

The Group’s activities expose it to a variety of financial risks. Management identifies and evaluates the financial risks based on principles for overall risk management. The Group’s overall risk management programme seeks, in accordance with our Corporate Treasury Policy, to minimise potential adverse effects on the Group’s financial performance.

(a) Credit risk
Credit risk arises from cash, cash equivalents and deposits with banks and financial institutions, as well as credit exposures to outstanding receivables for membership fees or other membership services that could not be collected up front. The carrying amounts of these financial instruments as disclosed in notes 5.2 Trade and other receivables and 5.3 Cash and cash equivalents represent the Group’s maximum credit exposure.

The Group’s policy is that all members need to pay membership fees up front, which means that credit risk related to membership fees is limited to those fees that could not be collected up front. The first measure to limit credit risk is to deny access to the services provided by the Group to members with overdue receivables until the receivables have been paid in full. The second measure is the Group’s collection policy of using debt collection agencies for all receivables that are due for more than 120 days. The Group does not hold collateral as security for membership receivables. The Group evaluates the concentration of risk with respect to trade receivables as low, as its members are located in several jurisdictions.

As a result of the Group’s prepayment policy, any account receivables balances are automatically past due.

An ageing analysis of the Group’s trade and other receivables that are past due (including provision for expected credit losses) is as follows:

The receivables consist of member receivables and trade receivables. These receivables are assessed collectively to determine whether an impairment should be recognised. As a direct result of the ongoing economic uncertainty, the Group noticed that it was more difficult to collect the outstanding amounts. In determining the expected credit loss allowance the Group considered any change in the risk profile of its members following the ongoing economic uncertainty. For the receivables, the estimated impairment losses are recognised in a separate provision for impairment, which is based on the expected credit loss for each of the ageing buckets. As at 31 December 2025, the provision stood at €39.2 million (2024: €26.0 million). The Group avoids the concentration of credit risk on its cash and cash equivalents by spreading them over reputable banks: ABN AMRO, Rabobank, ING, KBC, BNP Paribas and Citibank. No collateral is held for the aforementioned liquid assets.

(b) Liquidity risk
The Group’s funding strategy is focused on ensuring that it has continuous access to capital. On a weekly basis, management prepares a cash flow forecast to identify the cash needs for the short and medium term and on a quarterly basis for the longer term. Additionally, management monitors the intra-month cash needs on a daily basis by assessing the cash inflows and outflows. In direct response to ongoing economic uncertainty, management intensified the monitoring of cash needs and frequently updated the forecasts based on the latest available information and expectations.

The Group has a revolving credit facility totalling €550 million, of which €70 million matures in June 2028 and €480 million in June 2029 (2024: €530 million maturing in June 2028). The facilities may only be cancelled by the lenders upon the receipt of a timely notice period following an event of default. Events of default include, among others, non‑payment, breach of (financial) covenants, or breach of other obligations, each subject to applicable materiality thresholds, qualifications and cure periods.

In 2025, Basic-Fit secured additional bilateral facilities totalling €330 million with ABN AMRO, ING and Rabobank, as further disclosed in Note 6.3 Borrowings. An amount of €290 million from these facilities is intended to fund the potential repayment of convertible bondholders who may exercise their put option in June 2026. The Management Board expects that the Group’s operating cash flows, together with the newly secured facilities, will be sufficient to meet any redemption requests from convertible bondholders exercising their put option in June 2026, while maintaining an adequate liquidity position.

To finance the Clever Fit acquisition, the Group also secured committed financing of €180 million from ABN AMRO, ING and Rabobank, maturing in June 2028.

The table below provides an overview of all committed and undrawn facilities as at 31 December 2025:

1. Including €11.1 million bank guarantees

Basic-Fit plans to add approximately 50 own new clubs in 2026 (compared to 173 clubs in 2024 and 85 clubs in 2025). Basic-Fit achieved positive free cash flow before acquisitions in 2025 and expects to do the same in 2026. Free cash flow before acquisitions represents cash generated from operating activities under IFRS after deducting capital expenditures (excluding acquisitions), adjusted for investments and divestments in associates and joint ventures and other financial fixed assets, including dividends received from associates and joint ventures, and after reflecting interest paid, interest received, and lease payments.

Contractual maturities of financial liabilities
The following table is an analysis of the Group’s financial liabilities in terms of relevant maturity groupings, based on their contractual maturities for all non-derivative financial liabilities, and net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of cash flows. Cash flows are allocated to the earliest period in which the Group can be required to pay.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within twelve months equal their carrying balances, as the impact of discounting is not significant. For interest rate swaps, the cash flows have been estimated using forward interest rates applicable at the end of the reporting period.

1. Excluding capitalised financing costs

1. Excluding capitalised financing costs

(c) Market risk

1. Foreign exchange risk

   The Group only operates in the Eurozone, so currency risk is limited, as all revenues (and almost all expenses) are denominated in euros. There is therefore no significant exposure to foreign currency fluctuations.

2. Price risk

   The Group has limited exposure to price risk. The Group's main exposure is to fluctuations in energy costs. To reduce energy costs per club, Basic-Fit established an energy department to scrutinise the energy consumption and identify where further efficiencies can be achieved. For 2025, Basic-Fit signed more fixed price energy contracts to help reduce the risk of unfavourable fluctuations. The fixed price contracts are executory contracts and not financial instruments/derivatives.

   • In the Netherlands, Basic-Fit has fixed-price contracts for electricity covering Q2 and Q3 2025 and Q2 2026, while gas is fully fixed for Q4 2025 and the entire year of 2026. The remaining periods are procured on the spot market.

   • In Belgium, Basic-Fit had fixed-price contracts covering 25% of gas consumption in Q1–Q2 2025 and 100% in Q3–Q4 2025, as well as 100% of electricity consumption in 2025. For 2026, 100% of the gas consumption and 25% of the electricity consumption are covered by a fixed-price energy contract.

   • In France, Basic-Fit had fixed-price energy contracts for 100% of its energy consumption in 2025, and has 100% fixed-price energy contracts in 2026.

   • In Germany and Luxembourg, Basic-Fit had fixed-price energy contracts for 100% of its energy consumption in 2025, and has fixed-price energy contracts for 100% of the energy consumption for 2026.

   • In Spain, Basic-Fit has no fixed-price energy contracts as the spot market has been favourable.

3. Interest rate risk and cash flow risk

   The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. At the end of 2025, 40% (2024: 51%) of the variable loan principle was hedged using floating-to-fixed interest rate swaps. Including the convertible bond, 55% (2024: 66%) of the Group's interest-bearing debt (excluding lease liabilities) has a fixed interest rate.

The exposure of the Group’s borrowings to interest rate changes and the contractual re-pricing dates of the fixed interest rate borrowings (including lease liabilities) at the end of the reporting period were as follows:

Financial instruments in use by the Group
At 31 December 2025, swaps in place covered approximately 40% (2024: 51%) of the variable loan principal outstanding.

The contracts require settlement of net interest receivable or payable every 90 days.

At the end of the reporting period, the Group had the following variable rate borrowings and interest rate swap contracts (which are disclosed under 'Derivative financial instruments and hedging activities' in note 6.5 Financial instruments) outstanding:

Amounts recognised in profit or loss and other comprehensive income
Over the past two years, the following gains/(losses) were recognised in profit or loss and other comprehensive income with respect to interest rate swaps and swaptions:

Sensitivity analysis
According to interest rate sensitivity analyses performed for the years ending 31 December 2025 and 2024, the impact on the consolidated statement of profit or loss (post-tax) due to upward or downward movements in the interest rates of 1% for the non-derivative financial instruments¹ were as follows:

There was no impact on components of equity due to upward or downward movements in interest rates.

The Group’s receivables are carried at amortised cost. They are not subject to interest rate risk as defined in IFRS 7, since neither the carrying amount nor the future cash flows will fluctuate due to changes in market interest rates.

Management did not identify any other market risks that could have a significant impact on the Group.

1. The sensitivity analyses for derivative financial instruments are disclosed in note 6.5 Financial instruments

Accounting policy
See note 6.5 Financial instruments for the accounting policy with respect to financial assets and liabilities, derivative financial instruments and fair value measurement.

6.5 Financial instruments

Financial instruments by category comprise the following:

1. Fair value through profit and loss

1. Fair value through profit and loss

The carrying amount of the above financial instruments under 'Assets' represents the maximum exposure to credit risk.

For all years presented, the Group only held financial instruments measured at fair value that classify as Level 2 fair values, in accordance with the fair value hierarchy as described in IFRS 13. The Group did not hold any Level 1 or Level 3 financial instruments, nor were there any transfers between levels in the year under review. The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques that maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to assign a fair value to an instrument are observable, the instrument is included in Level 2. The fair value of the interest rate swaps is calculated as the present value of the estimated future cash flows, based on observable yield curves (discounted cash flow model).

See note 6.4 Financial risk management for a description of the credit quality of financial assets that are neither past due nor impaired.

Derivative financial instruments and hedging activities
Derivatives are classified as Level 2 valuation, in accordance with the fair value hierarchy as described in IFRS 13.

At the end of 2025, the Group has plain vanilla swaps in place for a total nominal value of €375 million (2024: €375 million).

The financial instruments are held at fair value with no hedge accounting applied. The fair value of these new financial instruments per 31 December 2025 are categorised below. The sensitivity analysis is pre-tax and based on the direct fair value movement at year end. The impact on the Group’s equity, other than the profit or loss-effect, is nil.

The movements in 2025 and 2024 arising from cash flows and non-cash changes in the Group‘s derivative financial instruments are summarised in the following table:

1. Receivable / (liability) - netted
2. Profit / (loss)

Fair values, including valuation methods and assumptions

• As at 31 December 2025 and 31 December 2024, the carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables, and short-term borrowings approximated their fair values due to the short-term maturities of these assets and liabilities.

• As at 31 December 2025 and 31 December 2024, the fair values of other long-term financial assets (security deposits) were not materially different from the carrying amounts.

• As at 31 December 2025 and 31 December 2024, the fair values of the long-term borrowings (excluding lease liabilities) were not materially different from the carrying amounts.

• As at 31 December 2025, the fair values of the convertible bonds amounted to €293 million (carrying amount €293 million). As at 31 December 2024, the fair values of the convertible bonds amounted to €262 million (carrying amount €266 million).

Accounting policy

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Accounting policy-Financial assets

Initial recognition and measurement
Financial assets are classified at initial recognition and subsequently measured at amortised cost and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under IFRS 15. See the accounting policies in Note 3.2 Revenue.

For a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at instrument level. The Group’s business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require the delivery of assets within a timeframe established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchasing or selling the asset.

Subsequent measurement
For the purposes of subsequent measurement, financial assets are classified into two categories:
• Financial assets at amortised cost (debt instruments)
• Financial assets at fair value through profit or loss

Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met:
• The financial asset is held within a business model with the objective of holding financial assets to collect contractual cash flows
and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Financial assets at amortised cost are subsequently measured using the effective interest rate method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Group’s financial assets at amortised cost include trade receivables.

Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.

Impairment of financial assets
Aside from this note, other disclosures relating to impairment of financial assets (trade receivables) are included in note 5.2 Trade and other receivables.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

For trade receivables, the Group applies a simplified approach for the calculation of ECLs. The Group does not, therefore, track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
• The rights to receive cash flows from the asset have expired
or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

Accounting policy-Financial liabilities

Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings, including bank overdrafts and derivative financial instruments.

Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below.

Financial liabilities at fair value through profit or loss
The Group has not designated any financial liabilities as at fair value through profit or loss.

Loans and borrowings
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included as finance costs in the statement of profit or loss. This category generally applies to interest-bearing loans and borrowings.

Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. If the terms are not substantially different, the original liability is not derecognised and a modification gain or loss is determined based on the original effective interest rate. However, if the financing agreement has a prepayment option at par without significant penalty, the adjustment is treated as a modification with a prospective adjustment of the effective interest rate to reflect the new market rate and without recognising a gain or loss on modification.

Accounting policy-Compound financial instruments
Compound financial instruments issued by the Group comprise convertible bonds denominated in euros that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value. The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest rate method. The equity component of a compound financial instrument is not remeasured. Interest related to the financial liability is recognised in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised.

Accounting policy-Derivative financial instruments and hedging activities

Initial recognition and subsequent measurement
The Group uses interest rate swaps and swaptions as derivative financial instruments to hedge its interest rate risks. Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

The Group did not apply hedge accounting for the remaining financial instruments as at 31 December 2025 and 31 December 2024. Therefore, all changes related to these financial instruments will be recognised in profit or loss.

Accounting policy-Fair value measurement
The Group measures financial instruments such as derivatives at fair value at each reporting date.

Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability
or
• in the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

6.6 Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to provide returns for shareholders and benefits for other stakeholders.

As at 31 December 2025, the Group’s facilities agreement consisted of the following:

• Term loan €250 million (2024: €250 million)

• Revolving credit facility (RCF) €550 million, fully committed (2024: €530 million committed)

• Bilateral facilities I: €330 million (2024: nil)

• Bilateral facilities II: €180 million (2024: nil)

These facilities are unsecured.

Furthermore, the Group has senior unsecured convertible bonds in place, providing total proceeds of €303.7 million. Additional information on the convertible bonds, including their carrying amount, is presented in note 6.3 Borrowings.

As at both 31 December 2025 and 31 December 2024, the € 250 million term loan was fully drawn. As at 31 December 2025, €485 million (2024: €480 million) of the RCF was drawn in cash, and €11.1 million (2024: €11.3 million) was used for bank guarantees. The majority of the term loan and RCF will mature in June 2029 (€730 million) with a smaller portion (€70 million) maturing in June 2028.

The bilateral facilities I, totalling €330 million, matures in June 2027. Of this, €290 million is intended to repay convertible bondholders who may exercise their put option in June 2026. As at 31 December 2025, €25 million was drawn in cash.

The bilateral facilities II, totalling €180 million, matures in June 2028. As at 31 December 2025, the full amount was drawn in cash. These facilities are designated to fund the acquisition of Clever Fit (see note 4.5 Business combinations) and related investments as a result of this acquisition.

The Group monitors capital on the basis of its leverage ratio and its interest cover ratio. The leverage ratio is calculated as net debt divided by the consolidated adjusted EBITDA (as defined under the bank covenants). Net debt is calculated as total borrowings (excluding capitalised finance costs) less cash and cash equivalents. Consolidated adjusted EBITDA is calculated as underlying EBITDA less rent plus permitted pro forma adjustments. The interest cover ratio is calculated as consolidated adjusted EBITDA divided by net finance costs. The calculation of these covenants is based on frozen GAAP and is therefore not influenced by the adoption of IFRS 16.

The net debt at 31 December 2025 and at 31 December 2024 was as follows (including and excluding lease liabilities related to right-of-use assets):

1. Related to leases that would have been classified as operating leases if IFRS 16 had not been adopted

The increase in net debt is directly related to the investments in new club openings and the acquisition of Clever Fit.

Loan covenants
Under the terms of the current facilities as disclosed in note 6.3 Borrowings under 'Bank borrowings: senior debt loans, drawn revolving credit facility (RCF) and bilateral facilities', the Group is required to comply at any relevant period with certain financial covenants as defined in the facilities agreement (until the expiration date of the agreement):

• The leverage ratio should not be more than 3.50

• The interest cover ratio should be more than 2.00

In addition to these two financial covenants, the Group is required to maintain minimum covenant liquidity¹ of at least EUR 200 million. Furthermore, during financial years 2026, 2027 and 2028, the Group shall limit new club openings to a maximum of 150 net new clubs in total (averaging 50 net new club openings per year), with no more than 60 gross new club openings in any single financial year.

As at 31 December 2025, the Group complied with all covenants. The leverage ratio was 2.7 (2024: 2.6) and the interest cover ratio was 8.9 (2024: 8.0).

The Group aims to ensure that it meets financial covenants attached to the interest-bearing debt. Breaches in meeting the financial covenants would permit the banks to immediately call the loans. There were no breaches of the financial covenants of any interest-bearing loans and borrowings in 2025 and 2024.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2025 and 2024.

1. The aggregate amount of cash, cash equivalents and the undrawn commitments under any financing arrangements of the Group

6.7 Finance income and finance costs

1. 2025: Including €16.6 million (non-cash) catch up adjustment due to change in estimates as further disclosed in note 6.3 Borrowings

Valuation differences of derivative financial instruments are the result of changing interest rates in 2025 and 2024, as well as changes in the expected interest rate developments on 31 December 2025 compared to 31 December 2024.

Accounting policy
See note 6.5 Financial instruments for the accounting policy related to financial assets and liabilities, derivative financial instruments and fair value measurement.

7 Provisions, contingencies and commitments

Section 7 - general (hidden)

This section includes notes related to provisions, contingencies and commitments.

7.1 Provisions

Provisions consist of:

• expected outflows of resources (costs) related to potential legal and other risks;

• expected costs associated with the restructuring of operations;

• specific legal provisions in France related to retirement benefits ('IDR'), a social security inspection ('URSSAF'), and an inspection by the Regional Directorates for the Economy, Employment, Labour and Solidarity ('DREETS') as part of their task to control the proper functioning of markets, trade relations, and the protection of consumers; and

• other expected outflows of resources (costs) as a result of past events

The movement in provisions over the past two years was as follows:

1. Note 4.5 Business combinations

Management is of the opinion that the provisions are adequate to resolve all the claims.

Accounting policy
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Restructuring provisions are recognised only when the Group has a constructive obligation, which is when:
(i) there is a detailed formal plan that identifies the business or part of the business concerned, the location and number of employees affected, the detailed estimate of the associated costs, and the timeline; and
(ii) the employees affected have been notified of the plan’s main features.

Provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the obligation, the carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Provisions are not recognised for future operating losses. When the Group expects some or all of a provision to be reimbursed, for example, pursuant to an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.

The cases and claims against the Group often raise difficult and complex factual and legal issues which are subject to many uncertainties and complexities, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction in which each suit is brought, and the differences in applicable law. In the normal course of business, management consults with legal counsel and other experts on matters related to such claims and litigation.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as an interest expense.

7.2 Contingencies and commitments

Capital commitments
Significant capital expenditure contracted or planned, based on lease commitments for new clubs to be opened after the reporting date, before the end of the reporting period, but not recognised as a liability, were as follows:

(Long-term) financial obligations
The Group entered into several lease agreements for which it uses the low-value or short-term exemption option of IFRS 16 and entered into several agreements that do not (or do not yet) meet the definition of a lease.

Future payment obligations under these agreements are as follows:

These lease commitments include lease agreements for new clubs that are not yet effective and that can be dissolved on the basis of resolutive conditions; for example if the required permits are not obtained or if the building is not delivered by the lessor in the condition agreed.

No discount factor is used in determining these commitments.

Sub-lease payments

The Group does not have any contingent rentals or sub-lease expenses.

Other commitments
As at 31 December 2025, €11.1 million had been issued in bank guarantees (31 December 2024: €11.3 million) as part of the revolving credit facility. Furthermore, as at 31 December 2025, the Company makes use of bank guarantee facilities of €1.4 million related to the acquired RSG clubs (2024: €1.4 million).

Claims
The Group is involved in a number of legal proceedings that arose in the ordinary course of business. Although it is not possible to predict the outcome of these disputes with reasonable certainty, management does not expect these pending or potential legal proceedings to have any materially negative impact on the Group's consolidated financial position or profitability. Accordingly, the Group has not recognised any legal provisions in these consolidated financial statements, if it is not probable that an outflow of economic resources will be required. However, the outcome of legal proceedings can be extremely difficult to predict, and the final outcome may be materially different from management's current expectations.

Tax group liability (the Netherlands)
For the entire year 2025, Basic-Fit N.V., Basic Fit International B.V., Basic-Fit Franchise B.V. (formerly BF Developments B.V.), Basic Fit Nederland B.V. and B-Securité B.V. formed a tax group for corporate income tax and for VAT purposes. As a result, the companies within the tax groups are jointly and severally liable for each other's income tax and VAT debts.

Tax group liability (Belgium)
For the entire year 2025, HealthCity België N.V. formed a tax group with Basic-Fit Belgium BV for VAT purposes. As a result, the companies are jointly and severally liable for each other's VAT debts.

8 Other disclosures

Section 8 - general (hidden)

This section includes notes related to the remuneration of key management personnel and the Supervisory Board, related party transactions, auditor’s remuneration and subsequent events.

8.1 Remunerations of key management personnel

Total key management remuneration amounted to €5.6 million (2024: €5.5 million) and can be allocated to the following remuneration categories: Short-term employee benefits €4.3 million (2024: €3.4 million), post-employment benefits €0.2 million (2024: €0.2 million), and share-based payments €1.1 million (2024: €1.9 million).

Compensation of the Management Board members and other key management personnel was as follows (amounts rounded to the nearest thousand euro with one decimal):

1. In addition to the remuneration included in the table, the Company has recognised €165 thousand as an expense in 2024 for the estimated tax levy payable by the Company pursuant to article 32bb of the Dutch Wage Tax Act as a result of the retirement agreement in connection with the retirement of Hans van der Aar.

In 2025, the annual base salaries for René Moos amounted to €729 thousand (2024: €729 thousand) and for Maurice de Kleer €651 thousand (2024: nil).

The members of the Management Board do not participate in the Company’s collective pension scheme but receive a comparable payment (pension allowance) set at a maximum of 15% of their base salary.

The short-term incentive (STI) achievement for 2025 for the Management Board was approved by the Supervisory Board on 5 February 2026. This resulted in an STI pay-out for 2025 of 63.75% of the annual base salary for the CEO and CFO. The STI amount will be paid in 2026 after the adoption of the financial statements for 2025.

The remuneration reported as long-term share-based payments is based on costs incurred under IFRS (see note 3.5 Share-based payments).

For Hans van der Aar, his management agreement ended 31 December 2024. As part of his retirement agreement, based on the grants already made and in line with the LTI Plan and the remuneration policy, the Supervisory Board used its discretionary powers to decide on accelerated vesting for all running LTIP plans, directly after the approval of the 2024 financial statements at the General Meeting of shareholders in May 2025. This led to vesting of a total of 42,111 shares for the grants 2022-2024, 2023-2025 and 2024-2026. All costs related to the early vesting of these plans (€354 thousand) are fully recognised in 2024.

'Other benefits' relates primarily to company car expenses.

'Other key management personnel' pertains to employees with authority and responsibility for planning, directing and controlling the activities of the entity, either directly or indirectly (COO and CCO).

Details of the performance shares granted to the members of the Management Board as long-term share-based payments are as follows:

1. According to the termination agreement, the lock-up date is set at two years after vesting. Based on vesting at 6 May 2025, the lock-up date is 6 May 2027

The awards under the share plans for René Moos and Maurice de Kleer will vest on the condition that they are still employed at Basic-Fit. These awards can increase by up to 25% in the event of outperformance.

As at 31 December 2025, no loans were outstanding between Basic‑Fit and any members of the Management Board. At that date, Basic‑Fit had a receivable of €0.1 million from the personal holding company of René Moos. This amount was fully settled in February 2026.

8.2 Remunerations of members of the Supervisory Board

The total remuneration for Supervisory Board members was as follows (amounts rounded to the nearest thousand euro with one decimal):

None of the Supervisory Board members have been granted, nor do they possess, any Basic-Fit options or shares, with the exception of Hans Willemse, who held 40,029 shares in Basic-Fit N.V., and Joëlle Frijters, who held 3.631 shares in Basic-Fit N.V., on 31 December 2025.

8.3 Related party transactions

Identification of related parties
All legal entities that can be controlled, jointly controlled or significantly influenced are considered related parties. Entities that can control the Company or other subsidiaries of the Group are also considered related parties. In addition, statutory and supervisory directors and close relatives are regarded as related parties.

The following transactions were carried out with related parties:

• Management Board and Supervisory Board compensation;

• Purchases from/sales to related parties (Key management personnel); and

• Purchases from an associate

All transactions with related parties are made at terms equivalent to those that prevail in arm’s length transactions. 

Management Board compensation and Supervisory Board compensation
Management Board compensation is disclosed in note 8.1 Remunerations of key management personnel and Supervisory Board compensation is disclosed in note 8.2 Remunerations of members of the Supervisory Board.

Purchases from/sales to related parties (Key management personnel)
The table below provides the total amount of purchases from and sales to entities in which Management Board members have a direct or an indirect interest (mainly leases from related parties) during 2025 and 2024.

1. Included in lease liabilities and trade and other payables - note 4.4 and note 5.4
2. Included in trade receivables - note 5.2

Outstanding balances at the year-end are unsecured, interest-free and settled in cash. No guarantees have been provided or received for any related party receivables or payables.

Purchases from an associate
Purchases from (subsidiaries of) HKNA Participaties B.V. amounted to €92.1 million (2024: €51.8 million). At 31 December 2025, HKNA Participaties B.V. was no longer an associate of the Group. The amount owed to HKNA Participaties B.V. and its subsidiaries at 31 December 2024 was €13.0 million.

Related party leases
Future related party lease obligations (as accounted for as right-of-use assets and lease liabilities) are as follows:

The amounts disclosed relate to the amounts to be invoiced by related parties.

8.4 Auditor’s remuneration

The following table sets out the audit costs (rounded to the nearest thousand euro), as recognised in the consolidated statement of profit or loss and incurred over the past two years, for professional audit services and other services provided to the Group by EY Accountants B.V. and their network inside and outside the Netherlands, as referred to in Section 1(1) of the Dutch Audit Firms Supervision Act (Dutch: Wta, Wet toezicht accountantsorganisaties):

1. Prior year amounts have been restated following an immaterial misstatement in accrued audit costs.

8.5 Events after the reporting period

On 3 March 2026, the Group announced that it has agreed with an institutional investor holding €100 million in aggregate principal amount of the Group's €303.7 million convertible bonds due on 17 June 2028, that the investor will not exercise the put option falling on 17 June 2026. The Group has agreed to pay the investor a fee of €2.75 million as consideration for waiver of the put option in respect of the investor's bonds. The other terms of the bonds remain unchanged.

The Group is also willing to pay an equivalent fee of €27.50 per €1,000 in outstanding principal amount of bonds to any other bondholders who agree not to exercise the put option falling on 17 June 2026 and enter into lock up undertakings on substantially similar terms to those concluded with the institutional investor. The offer stands until 17 March 2026.

No subsequent events other than above and the event in February 2026 related to Clever Fit Germany, as described under 'Developments in 2025' in the Risk management section in the Management Board report occurred that are significant to the Group that would require adjustment or disclosure in the financial statements now presented.