GYMFINITY KIDS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

7

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

A Bellamy

J De Bruin

J H Richmond-Watson

P W D Roberts

B W Scurrah

Ms M J Reynolds

P D Kirwin

REGISTERED OFFICE:

Unit B, First Floor

Stadium MK

Stadium West

Milton Keynes

Buckinghamshire

MK1 1ST

REGISTERED NUMBER:

10375476 (England and Wales)

AUDITORS:

HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS

Gymfinity Kids ( GK) and Total Gymnastics Academies ( TGA) as a group provide sport activities to children of all age to enhance their overall wellbeing, movement and happiness. The main clubs offer a mix of child-based activities such as gymnastics, ninja (non-contact martial arts) and pre-school classes as well as birthday parties and holiday camps.

The Group operates in 11 purpose build clubs as well as 13 community centres across the UK. The group is also running National Curriculum program across nearly 100 schools in UK.

In late 2023, the company took a decision to exit the Nursery market, and to close all operating nurseries. This was completed by end of Jan 2024.

Following nurseries closure, the refocus on core aspect of the business meant that the company performed well in 2024. A good growth in all clubs was reached and 2 new community centres were open - St Neots and Swavesey in second quarter of 2024.

The business continues to perform well into 2025, were 4 further communities were lunched.

Key Performance Indicators ("KPI's")

The Company's core strategy places emphasis on never ending improvements on employees, customer and supplier focused KPI's across the entire business, in order to deliver higher levels of loyalty, increase value and help develop and maintain efficient trading partnerships with all parties involved.

The Board sets financial KPI's through an annual budget process and monitors performance by reviewing monthly management accounts and forecasts. In addition, a range of financial KPI's are monitored relating to profitability, cash and working capital management and various other elements of the business.

The Company also measures its non-financial performance in a number of ways. These include quality and service levels to customer, standards and cleanliness of the facilities and new customer acquisition in both Nurseries and Gymnastics. Targets and objectives are also set in respect of Health and Safety, Employee Wellbeing and Corporate Social Responsibility. The Directors are pleased to report the majority of these targets have been met but continue to strive for improvement.

PRINCIPAL RISKS AND UNCERTAINTIES

The Gymnastics side of the business is operating in a much less competitive market and have lower risks relating to competition but similar external risks as per Nurseries.

The management Board have reviewed the activities of the company and the controls that are in place to manage the exposure to risk. These controls are reviewed by the Board from time to time in order to ensure that the controls are appropriate and are being applied in a consistent manner.

The Directors have a reasonable and proper expectation that the company has and will have adequate resources to continue to adopt the going concern basis in preparing these financial statements. The directors base this expectation on the budget and cash flow forecasts prepared for the period 12months following the date of approval of these accounts.

The Company meets its day to day working capital requirements through a mixture of financial instruments including Loans, cash and medium-term leasing for fixed assets.

The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below.

Liquidity Risk

The directors control and monitor the company's cash flow on a weekly basis.

Interest rate risk

The company's only dependance on external finances is through the hire purchase agreements. The company's exposure to interest rate fluctuations is mitigated by fixed interest leasing.

ON BEHALF OF THE BOARD:

P D Kirwin - Director

19th September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2023.

INCORPORATION

The group was incorporated on 22 September 2023.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of gymnastics clubs for children.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

A Bellamy

J De Bruin

J H Richmond-Watson

P W D Roberts

B W Scurrah

Ms M J Reynolds

P D Kirwin

Other changes in directors holding office are as follows:

Mrs H C Hutchinson ceased to be a director after 31st December 2024 but prior to the date of this report.

On 11 February 2025 Mrs H C Hutchinson resigned as a director.

ENGAGEMENT WITH EMPLOYEES

The directors encourage a culture that embraces differences and seeks to empower people so that they can thrive. Employees are key to the success of our business. In addition to aiming to be a responsible employer in our approach to pay benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our teams productivity and our individual employee's potential within the business.

We continually invest in employee development and wellbeing to create and encourage an inclusive culture within the organisation. Our employee appraisal programme encourages employee feedback and facilitates the opportunity for employees and managers to set performance goals on an annual basis. The directors are committed to the health and safety of all our employees and maintain systems and processes to ensure everyone is able to work safely.

Disabled employees

The Group and company are committed to promoting equal opportunities in all aspects of employment, including retirement pay and conditions, training, appraisal, promotion, conduct at work, disciplinary and grievance procedures and termination of employment. We commit to ensuring employees are not discriminated for reason relating to their disability.

We will take reasonable steps to ensure:

- Recruitment processes and terms of employment do not discriminate for reasons related to disability,

- Opportunities offered for promotion, transfer, training or other benefit's are the same for all employees,

- A disabled person is not put at a disadvantage because of their disability and all reasonable adjustments are reviewed.

Where an employee becomes disabled whilst employed by the Group or company, arrangements are made, where possible, for re-training in order to perform a job identified as appropriate to the aptitudes and abilities of the individual concerned. Involvement in the performance of the Group or company is encouraged by means of incentive schemes linked to the performance of the Group or company on a number of measures. The Group or company places considerable value on the involvement of its employees and keeps them informed of matters affecting them as employees and on the various factors affecting the performance of the business. Communication is made via regular meetings with management and through policies that staff can access.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, HW Bedford Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P D Kirwin - Director

19th September 2025

Opinion

We have audited the financial statements of Gymfinity Kids Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

- Identifying and assessing the controls management has in place to prevent and detect fraud. This will be documented through observation and enquiry and reviewed through the performance of walk through tests;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgments made by management in its significant accounting estimates and judgments pertaining to the assessment and evaluation of potential fixed asset impairment indicators, fixed asset dilapidation estimates and deferred tax recognition;

- Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and

- Assessing the extent of compliance with the relevant laws and regulations

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

Use of our report

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

Alberto Di Lorenzo FCA (Senior Statutory Auditor)

for and on behalf of HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

22nd September 2025

TURNOVER

9,449,206

8,173,961

Cost of sales

1,084,436

632,372

GROSS PROFIT

8,364,770

7,541,589

Administrative expenses

9,531,826

10,022,042

(1,167,056

)

(2,480,453

)

Other operating income

570

-

OPERATING LOSS

4

(1,166,486

)

(2,480,453

)

Interest receivable and similar income

-

2,663

(1,166,486

)

(2,477,790

)

Interest payable and similar expenses

5

207,978

284,433

LOSS BEFORE TAXATION

(1,374,464

)

(2,762,223

)

Tax on loss

6

71,097

-

LOSS FOR THE FINANCIAL YEAR

(1,445,561

)

(2,762,223

)

OTHER COMPREHENSIVE INCOME

Loan notes - equity

264,298

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

264,298

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,181,263

)

(2,762,223

)

Loss attributable to:

Owners of the parent

(1,445,561

)

(2,762,223

)

Total comprehensive income attributable to:

Owners of the parent

(1,181,263

)

(2,762,223

)

FIXED ASSETS

Intangible assets

8

1,030,653

1,126,821

Tangible assets

9

5,877,239

6,555,057

Investments

10

-

-

6,907,892

7,681,878

CURRENT ASSETS

Stocks

11

44,639

79,600

Debtors

12

1,156,793

1,271,169

Cash at bank

1,122,115

621,499

2,323,547

1,972,268

CREDITORS

Amounts falling due within one year

13

3,034,742

3,198,062

NET CURRENT LIABILITIES

(711,195

)

(1,225,794

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,196,697

6,456,084

CREDITORS

Amounts falling due after more than one year

14

(1,637,404

)

(708,955

)

PROVISIONS FOR LIABILITIES

17

(362,714

)

(369,287

)

NET ASSETS

4,196,579

5,377,842

CAPITAL AND RESERVES

Called up share capital

18

18,527,523

18,527,523

Share premium

19

1,423,963

1,423,963

Other reserves

19

264,298

-

Retained earnings

19

(16,019,205

)

(14,573,644

)

SHAREHOLDERS' FUNDS

4,196,579

5,377,842

The financial statements were approved by the Board of Directors and authorised for issue on 19th September 2025 and were signed on its behalf by:

P D Kirwin - Director

FIXED ASSETS

Intangible assets

8

347,735

362,582

Tangible assets

9

5,346,176

5,949,009

Investments

10

1,446,136

1,446,136

7,140,047

7,757,727

CURRENT ASSETS

Stocks

11

36,826

51,256

Debtors

12

1,082,834

924,427

Cash at bank

1,111,996

610,404

2,231,656

1,586,087

CREDITORS

Amounts falling due within one year

13

2,701,555

2,660,470

NET CURRENT LIABILITIES

(469,899

)

(1,074,383

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,670,148

6,683,344

CREDITORS

Amounts falling due after more than one year

14

(1,581,914

)

(708,955

)

PROVISIONS FOR LIABILITIES

17

(326,189

)

(337,015

)

NET ASSETS

4,762,045

5,637,374

CAPITAL AND RESERVES

Called up share capital

18

18,527,523

18,527,523

Share premium

19

1,423,963

1,423,963

Other reserves

19

264,298

-

Retained earnings

19

(15,453,739

)

(14,314,112

)

SHAREHOLDERS' FUNDS

4,762,045

5,637,374

Company's loss for the financial year

(1,139,627

)

(2,502,691

)

The financial statements were approved by the Board of Directors and authorised for issue on 19th September 2025 and were signed on its behalf by:

P D Kirwin - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1st January 2023

17,163,887

(11,811,421

)

1,423,963

-

6,776,429

Changes in equity

Issue of share capital

1,363,636

-

-

-

1,363,636

Total comprehensive income

-

(2,762,223

)

-

-

(2,762,223

)

Balance at 31st December 2023

18,527,523

(14,573,644

)

1,423,963

-

5,377,842

Changes in equity

Total comprehensive income

-

(1,445,561

)

-

264,298

(1,181,263

)

Balance at 31st December 2024

18,527,523

(16,019,205

)

1,423,963

264,298

4,196,579

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1st January 2023

17,163,887

(11,811,421

)

1,423,963

-

6,776,429

Changes in equity

Issue of share capital

1,363,636

-

-

-

1,363,636

Total comprehensive loss

-

(2,502,691

)

-

-

(2,502,691

)

Balance at 31st December 2023

18,527,523

(14,314,112

)

1,423,963

-

5,637,374

Changes in equity

Total comprehensive loss

-

(1,139,627

)

-

264,298

(875,329

)

Balance at 31st December 2024

18,527,523

(15,453,739

)

1,423,963

264,298

4,762,045

Cash flows from operating activities

Cash generated from operations

1

(516,044

)

(1,125,761

)

Interest paid

(110,366

)

(15,183

)

Interest element of finance lease payments paid

(103,983

)

(133,728

)

Finance costs paid

6,371

(135,522

)

Tax paid

40,668

-

Net cash from operating activities

(683,354

)

(1,410,194

)

Cash flows from investing activities

Purchase of intangible fixed assets

(44,034

)

(859,923

)

Purchase of tangible fixed assets

(117,778

)

(1,851,155

)

Sale of tangible fixed assets

15,125

25,317

Sale of fixed asset investments

-

50,001

Interest received

-

2,663

Net cash from investing activities

(146,687

)

(2,633,097

)

Cash flows from financing activities

New loans in year

1,226,933

-

Loan repayments in year

-

(37,511

)

Capital repayments in year

(336,145

)

(36,853

)

Amount introduced by directors

175,000

-

Share issue

-

1,363,636

Equity component of loan notes

264,869

-

Net cash from financing activities

1,330,657

1,289,272

Increase/(decrease) in cash and cash equivalents

500,616

(2,754,019

)

Cash and cash equivalents at beginning of year

2

621,499

3,375,518

Cash and cash equivalents at end of year

2

1,122,115

621,499

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(1,374,464

)

(2,762,223

)

Depreciation charges

907,042

866,534

Loss on disposal of fixed assets

13,630

16,862

Provision adjustments

(6,573

)

26,744

Finance costs

207,978

284,433

Finance income

-

(2,663

)

(252,387

)

(1,570,313

)

Decrease/(increase) in stocks

34,961

(30,300

)

Decrease/(increase) in trade and other debtors

43,279

(402,248

)

(Decrease)/increase in trade and other creditors

(341,897

)

877,100

Cash generated from operations

(516,044

)

(1,125,761

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

1,122,115

621,499

Year ended 31st December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

621,499

3,375,518

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

621,499

500,616

1,122,115

621,499

500,616

1,122,115

Debt

Finance leases

(1,056,829

)

336,145

(720,684

)

Debts falling due within 1 year

(43,973

)

(84,068

)

(128,041

)

Debts falling due after 1 year

(48,885

)

(1,170,817

)

(1,219,702

)

(1,149,687

)

(918,740

)

(2,068,427

)

Total

(528,188

)

(418,124

)

(946,312

)