Caseware UK (AP4) 2024.0.164 2024.0.164 2025-06-30 2025-06-30 false 2024-07-01 true true true true true false false 07334974 2024-07-01 2025-06-30 07334974 2023-07-01 2024-06-30 07334974 2025-06-30 07334974 2024-06-30 07334974 2023-07-01 07334974 1 2024-07-01 2025-06-30 07334974 c:Exceptional 2024-07-01 2025-06-30 07334974 c:Exceptional 2023-07-01 2024-06-30 07334974 d:CompanySecretary1 2024-07-01 2025-06-30 07334974 d:Director1 2024-07-01 2025-06-30 07334974 d:Director2 2024-07-01 2025-06-30 07334974 d:RegisteredOffice 2024-07-01 2025-06-30 07334974 d:Agent1 2024-07-01 2025-06-30 07334974 c:Buildings c:LongLeaseholdAssets 2024-07-01 2025-06-30 07334974 c:Buildings c:LongLeaseholdAssets 2025-06-30 07334974 c:Buildings c:LongLeaseholdAssets 2024-06-30 07334974 c:PlantMachinery 2024-07-01 2025-06-30 07334974 c:PlantMachinery 2025-06-30 07334974 c:PlantMachinery 2024-06-30 07334974 c:PlantMachinery c:OwnedOrFreeholdAssets 2024-07-01 2025-06-30 07334974 c:FurnitureFittings 2024-07-01 2025-06-30 07334974 c:FurnitureFittings 2025-06-30 07334974 c:FurnitureFittings 2024-06-30 07334974 c:FurnitureFittings c:OwnedOrFreeholdAssets 2024-07-01 2025-06-30 07334974 c:OtherPropertyPlantEquipment 2024-07-01 2025-06-30 07334974 c:OtherPropertyPlantEquipment 2025-06-30 07334974 c:OtherPropertyPlantEquipment 2024-06-30 07334974 c:OtherPropertyPlantEquipment c:OwnedOrFreeholdAssets 2024-07-01 2025-06-30 07334974 c:OwnedOrFreeholdAssets 2024-07-01 2025-06-30 07334974 c:ComputerSoftware 2025-06-30 07334974 c:ComputerSoftware 2024-06-30 07334974 c:CurrentFinancialInstruments 2025-06-30 07334974 c:CurrentFinancialInstruments 2024-06-30 07334974 c:Non-currentFinancialInstruments 2025-06-30 07334974 c:Non-currentFinancialInstruments 2024-06-30 07334974 c:CurrentFinancialInstruments c:WithinOneYear 2025-06-30 07334974 c:CurrentFinancialInstruments c:WithinOneYear 2024-06-30 07334974 c:Non-currentFinancialInstruments c:AfterOneYear 2025-06-30 07334974 c:Non-currentFinancialInstruments c:AfterOneYear 2024-06-30 07334974 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2025-06-30 07334974 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2024-06-30 07334974 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2025-06-30 07334974 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2024-06-30 07334974 c:ReportableOperatingSegment1 2024-07-01 2025-06-30 07334974 c:ReportableOperatingSegment1 2023-07-01 2024-06-30 07334974 c:ReportableOperatingSegment2 2024-07-01 2025-06-30 07334974 c:ReportableOperatingSegment2 2023-07-01 2024-06-30 07334974 c:ReportableOperatingSegment3 2024-07-01 2025-06-30 07334974 c:ReportableOperatingSegment3 2023-07-01 2024-06-30 07334974 c:ReportableOperatingSegment4 2024-07-01 2025-06-30 07334974 c:ReportableOperatingSegment4 2023-07-01 2024-06-30 07334974 c:ReportableOperatingSegment5 2024-07-01 2025-06-30 07334974 c:ReportableOperatingSegment5 2023-07-01 2024-06-30 07334974 e:UnitedKingdom 2024-07-01 2025-06-30 07334974 e:UnitedKingdom 2023-07-01 2024-06-30 07334974 c:ShareCapital 2024-07-01 2025-06-30 07334974 c:ShareCapital 2025-06-30 07334974 c:ShareCapital 2023-07-01 2024-06-30 07334974 c:ShareCapital 2024-06-30 07334974 c:ShareCapital 2023-07-01 07334974 c:SharePremium 2024-07-01 2025-06-30 07334974 c:SharePremium 2025-06-30 07334974 c:SharePremium 2023-07-01 2024-06-30 07334974 c:SharePremium 2024-06-30 07334974 c:SharePremium 2023-07-01 07334974 c:CapitalRedemptionReserve 2024-07-01 2025-06-30 07334974 c:CapitalRedemptionReserve 2025-06-30 07334974 c:CapitalRedemptionReserve 2023-07-01 2024-06-30 07334974 c:CapitalRedemptionReserve 2024-06-30 07334974 c:CapitalRedemptionReserve 2023-07-01 07334974 c:RevaluationReserve 2024-07-01 2025-06-30 07334974 c:RevaluationReserve 2025-06-30 07334974 c:RevaluationReserve 2023-07-01 2024-06-30 07334974 c:RevaluationReserve 2024-06-30 07334974 c:RevaluationReserve 2023-07-01 07334974 c:RetainedEarningsAccumulatedLosses 2024-07-01 2025-06-30 07334974 c:RetainedEarningsAccumulatedLosses 2025-06-30 07334974 c:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 07334974 c:RetainedEarningsAccumulatedLosses 2024-06-30 07334974 c:RetainedEarningsAccumulatedLosses 2023-07-01 07334974 c:AcceleratedTaxDepreciationDeferredTax 2025-06-30 07334974 c:AcceleratedTaxDepreciationDeferredTax 2024-06-30 07334974 c:TaxLossesCarry-forwardsDeferredTax 2025-06-30 07334974 c:TaxLossesCarry-forwardsDeferredTax 2024-06-30 07334974 c:OtherDeferredTax 2025-06-30 07334974 c:OtherDeferredTax 2024-06-30 07334974 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-07-01 2025-06-30 07334974 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2025-06-30 07334974 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-06-30 07334974 d:OrdinaryShareClass1 2024-07-01 2025-06-30 07334974 d:OrdinaryShareClass1 2025-06-30 07334974 d:OrdinaryShareClass1 2024-06-30 07334974 d:FRS102 2024-07-01 2025-06-30 07334974 d:Audited 2024-07-01 2025-06-30 07334974 d:FullAccounts 2024-07-01 2025-06-30 07334974 d:PrivateLimitedCompanyLtd 2024-07-01 2025-06-30 07334974 c:Subsidiary1 2024-07-01 2025-06-30 07334974 c:Subsidiary1 1 2024-07-01 2025-06-30 07334974 c:Subsidiary2 2024-07-01 2025-06-30 07334974 c:Subsidiary2 1 2024-07-01 2025-06-30 07334974 c:WithinOneYear 2025-06-30 07334974 c:WithinOneYear 2024-06-30 07334974 c:BetweenOneFiveYears 2025-06-30 07334974 c:BetweenOneFiveYears 2024-06-30 07334974 c:MoreThanFiveYears 2025-06-30 07334974 c:MoreThanFiveYears 2024-06-30 07334974 c:HirePurchaseContracts c:WithinOneYear 2025-06-30 07334974 c:HirePurchaseContracts c:WithinOneYear 2024-06-30 07334974 c:HirePurchaseContracts c:BetweenOneFiveYears 2025-06-30 07334974 c:HirePurchaseContracts c:BetweenOneFiveYears 2024-06-30 07334974 c:ComputerSoftware c:ExternallyAcquiredIntangibleAssets 2024-07-01 2025-06-30 07334974 c:ComputerSoftware c:InternallyGeneratedIntangibleAssets 2024-07-01 2025-06-30 07334974 2 2024-07-01 2025-06-30 07334974 c:ComputerSoftware c:OwnedIntangibleAssets 2024-07-01 2025-06-30 07334974 f:PoundSterling 2024-07-01 2025-06-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 07334974 TOTAL FITNESS HEALTH CLUBS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
TOTAL FITNESS HEALTH CLUBS LIMITED COMPANY INFORMATION
Directors | T W Rayner
| S E Lawler
Company secretary | T W Rayner
Registered number | 07334974
Registered office | Wilmslow Way
| Handforth
| Wilmslow
| Cheshire
| SK9 3PE
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| One St. Peter's Square
| Manchester
| M2 3DE
Bankers | Barclays Bank Plc
| 51 Mosley Street
| Manchester
| M2 3HQ
Solicitors | Pannone
| 378-380 Deansgate
| Manchester
| M3 4LY
TOTAL FITNESS HEALTH CLUBS LIMITED CONTENTS
| Pages
Strategic Report | 1 - 6
Directors' Report | 7 - 9
Independent Auditor's Report to the Members of Total Fitness Health Clubs Limited | 10 - 13
Statement of Comprehensive Income | 14
Statement of Financial Position | 15 - 16
Statement of Changes in Equity | 17
Notes to the Financial Statements | 18 - 39
TOTAL FITNESS HEALTH CLUBS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The Directors present the Strategic Report of Total Fitness Health Clubs Limited ("the Company") for the year ended 30 June 2025.
Principal activities
The business’ principal activity is the operation of 15 (2024 – 15) full-service health and fitness centres in the UK, one of the largest fitness industry markets in Europe. The business serves those local markets that are in greater need than those currently served by the majority of commercial operators - predominately in the North of England and Wales.
Business review
Our clubs continue to stand out as destination sites, each equipped with three swimming pools and four studios to offer members a broad selection of fitness options. This year, our membership base reached record highs, supported by the rollout of new products and services. Despite this growth, we have maintained optimal space and variety for members, ensuring that everyone can access the facilities and enjoy a seamless workout experience. Underlying macro tailwinds for the gym sector remain strong, with the general focus on wellness growing overall and increasingly in the younger generations. The growth will be bolstered in the future by the governments focus on prevention. The gym market grew by 6.1%, reaching 11.5m members and an overall penetration rate of 16.9% demonstrating a great deal of growth opportunity remaining. Within our local markets, research demonstrates that 25% of non-gym members are likely to join a facility in the next 12 months, increasing to a huge 58% in the under 25 years category. In this context, Total Fitness grew its market share and membership base beyond the market trend, outperforming volume by 5bps while also expanding yield. A revitalised demand for high variety “all under one roof” fitness services set the business up well for sustained growth into the future. With an increased propensity to spend on wellness services across the all-consumer groups, the continued growth of the luxury segment and premium holistic services segments push price headroom further, increasing price elasticity for all market segments. As a result, the low-cost operators are increasing their yield at a higher rate than Total Fitness – at c. 6% compared to 3-6% depending on club and market. Increasingly the Total Fitness value proposition stands as more competitive. As a result of the macro environment and the work to optimise and develop our operating strategy, the outlook for Total Fitness’s core business performance is positive and with an increasing focus on member yield expansion the nature of the fixed cost business translates those benefits directly to margin/EBITDA. Overall, the swim market continues to represent a local opportunity as UK pool stock continues to decline. While 500 pool facilities have been lost in the last 15 years, almost half have been in the last 5 as legacy publicly owned sites reach end of life. In this context, the Swim Academy has continued to deliver strong growth, with increasing numbers of participants across the programme. Notably, the level progression rate of swimmers has shown further improvement, reflecting both the quality of instruction and the effectiveness of our curriculum. This sustained success reinforces the Swim Academy’s reputation as a leading provider of swimming education in our markets and supports our commitment to promoting water safety and lifelong fitness. Page 1
TOTAL FITNESS HEALTH CLUBS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 Business review (continued) Both Women’s Gym sites have continued to grow the membership base throughout the year, with each location now approaching maturity and operating close to their capped membership levels. This sustained demand reflects the success of our targeted offering and the positive reputation established within the local communities. As these sites reach capacity, our focus will shift towards maintaining high member engagement, optimising yield, and exploring opportunities for further product development to ensure continued value for members. During the year, we invested in a state-of-the-art drowning detection system at the Wilmslow club, further strengthening our commitment to member safety and wellbeing. This innovative technology acts as an advanced support tool, helping lifeguards to detect potential incidents more quickly and maintain high safety standards across our swimming facilities. The investment underscores our proactive approach to risk management and our dedication to providing a safe environment for all members and guests. Towards the end of FY25 and into FY26, we launched a series of cross-sell and up-sell initiatives, designed to further enhance member value and drive incremental revenue. Early indications suggest positive member uptake and increased engagement with ancillary products and services. As part of our ongoing programme of facility enhancements, we have made substantial capital investments across several clubs during the year. These improvements have focused on elevating member experience, supporting operational efficiency, and ensuring our facilities remain market leading. Further investment is planned over the next year, aimed at retaining our members, driving continued engagement, and maintaining our competitive edge. The Directors report underlying EBITDA, defined as operating profit before exceptional items, depreciation and amortisation for the 12 months of £7.9m (2024 - £5.8m). *EBITDA - earnings before interest, tax, depreciation and amortisation.
Financial position at the reporting date
A review of the Company's financial position can be found in the Statement of Financial Position on page 15.
Principal risks and uncertainties
The increases in the cost of living and the maintained elevation in interest rates present potential challenges in demand for the business in the short term, mitigated by compelling value proposition, upheld by the continuing appetite of non-members to join in the next 12 months, and demonstrated by growing visitation levels which underpin the long average tenure of customers and their utilitarian view of fitness. A rolling risk to any business is that of increased/new competitor activity. While low-cost operators in particular continue to roll out organically with lower start-up costs and existing scale benefits, barriers to entry are increasing with higher retail rents an emergent feature and reducing levels of suitable property. Our 15 markets are mature and largely saturated presenting a limited opportunity for new entrants, but a significant opportunity for Total Fitness as customers “trade up”. Within the middle market segment, there are no new entrants planned with the most significant barrier to entry being start-up capital for wet-side clubs, indeed the continued closure of public sector pools is a structural feature – see previous note. The same high barriers to entry apply for premium full-service clubs who, whilst employing an organic opening strategy, their pipelines exclude our Northern marketplaces. Where emergent risk remains will be from the studio-based boutique segment, albeit this model tends to thrive in (and target) city centre locations. The lower middle market operators also continue to grow, albeit targeting the low-cost operators successfully. Utility market costs remain volatile and present a medium-term head wind to the business. As such, the business has continued with its flexible procurement contracts and has forward purchased energy requirements for a significant proportion of the medium term in order to mitigate cost fluctuations. In the meantime, management remains focussed on delivering its energy mitigation plan. Page 2
TOTAL FITNESS HEALTH CLUBS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 As the Company continues to invest in digital systems for member management, payments, and operational processes, the risk of cyber-attacks and data breaches remains a key consideration. A successful cyber-attack could result in the loss or compromise of sensitive data, disruption to business operations, and reputational damage. The Company mitigates these risks through robust IT security measures, regular staff training, and ongoing investment in cybersecurity infrastructure. Management continually reviews and updates policies and procedures to ensure compliance with data protection regulations and to respond to the evolving threat landscape. Future developments Rising energy costs See Principal risks and uncertainties.
Employee relations
During the year under review the business employed on average 717 team members (2024 - 663). As a direct driver of productivity, the engagement, tenure, and team-coherence of our people is and has long-been a central focus of executive and SLT activity. Now with an award-winning Employer Value Proposition (EVP), the business moves into a period of consolidating and optimising its proposition to ensure people and customer productivity. ENPS as the critical measure remains over 40 points (“Outstanding”) for the 6th year running at an organisational level. Further the organisation achieved “Strategic” benchmark for its EDI maturity as assessed by “Inclusion In” Centre for Diversity Policy and Research. In support of all our team members the business operates an active and supportive People function comprising both HR and People Operations departments and is committed to the further development of team members. Disabled consultation It is the policy of the business to consider the skills and aptitudes of disabled persons fully and fairly at all times in recruitment, career development, training and promotion. In pursuing this policy and having special concern for employees who become disabled, all practical measures are taken to ensure that disabled persons are placed in jobs suited to their individual circumstances. Employee consultation To build the level of employee engagement with the business and its purpose, the business engages in regular listening and communication exercises which include but are not limited to; employee engagement surveys; listening and briefing sessions (formal and informal), and club visits by the Board and Senior Leadership Team. Environment The business strives to minimise the environmental impact of its activities and to operate within recognised standards. Health and safety The business gives high priority to providing a safe and healthy working environment for all employees and contractors and is determined to maintain its good record for the preservation of health and safety.
Key performance indicators (KPI's)
Management use a range of performance measures to monitor and manage the Company. The performance measures are split into financial and non-financial key performance indicators. Page 3
TOTAL FITNESS HEALTH CLUBS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Financial key performance indicators
The Company's financial key performance indicators are turnover growth, operating margin and operating margin growth and EBITDA (earnings before interest, tax, depreciation and amortisation, exchange gains/losses and one-off expenses).
| 2025 | 2024 | Change | Change
| £000 | £000 | £000 | %
Turnover | 51,609 | 46,109 | 5,500 | 12
Operating profit | 2,678 | 2,047 | 631 | 31
Adjusted EBITDA (EBITDA before exceptional items) | 7,895 | 5,792 | 2,103 | 36
*EBITDA - earnings before interest, tax, depreciation and amortisation. * Operating profit/(loss) before exceptional expenditure (note 5) and depreciation and amortisation (note 6). In 2025, the Company achieved an operating profit margin of 5.2% (2024 - 4.4%), an increase of 17%. The Company also monitor the following on a regular basis: net membership movement; daily cash control; club profitability; club quality; and employee turnover.
Non-financial key performance indicators
The Company monitors club quality and employee turnover. The Company considers that there are no other non-financial key performance indicators.
Section 172 - Duty to promote the success of the Company
In July 2018, the revised UK Corporate Governance Code (‘2018’ Code) was published. It applies to accounting years beginning on or after January 1 2019. The Companies (Miscellaneous Reporting) Regulation 2018 (‘2018 MRR’) require Directors to explain how they considered the interest of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2016 (‘S172’) when performing their duty to promote success of the Company. The Board of Directors have considered the direction of the UK Financial Reporting Council (the ‘FRC’) and this S172 statement, the first published by the Company sets out how the Board have engaged with shareholders, employees, suppliers, customers and others; have had regard to employee interests, the need to foster the Company’s business relationships with suppliers, customers and others; and the effect of the principal strategic decisions taken by the Company during the financial year. The statement focuses on matters of strategic importance to the Company and the level of information disclosed is consistent with the size and complexity of the business. The Board of Directors consider that both individually and together that they have acted in the way they consider, in good faith, would be the most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and the matters set out in S172(1)(a-f) of the Act) in the decisions taken in the year ended 30 June 2023. Page 4
TOTAL FITNESS HEALTH CLUBS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 S172(1) (A) “The likely consequences of any decision in the long term” The Directors understand the business and the environment in which we operate in. In line with our Company strategy, the Board intends to strengthen our position as a provider of quality services whilst continuing to grow our market share. The Board recognises the potential impact the inherent uncertainty surrounding the terms in which the UK will trade with the European Union. As we do not currently have any turnover outside of the UK, the risk is relatively small. S172(1) (B) “The interest of the Company’s employees” The Board recognises that our employees are fundamental to the delivery of our plans. People are at the heart of our specialist services. The success of our business depends on recruiting and retaining talent. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and wellbeing of our employees is one of the primary considerations in the way in which we operate. The Company operates a framework for employee information and consultation. Employees are regularly updated on matters affecting the business via a wide range of mediums including regular meetings held between management and employees to allow a free flow of information and ideas. We must share common values that inform and guide our behaviour so that we can collectively achieve our goals in the right manner. It is the Company’s policy to provide equal opportunity for employees or applicants for employment irrespective of colour, race, nationality, ethnic origin, sex or marital status. S172(1) (C) “The need to foster the Company’s business relationships with suppliers, customers and others” Delivering our strategy requires strong mutually beneficial relationships with suppliers and customers. We treat each customer and supplier as a strategic partner and do everything we can to continuously strengthen these relationships. We promote certain general principles in our third-party relationship such as ethical business practices and complete adherence to the laws and regulations. We have an approved supplier process which is used to ensure the integrity of our supplier chain and ensure that we can build partnerships with customers and suppliers. S172(1) (D) “The impact of the Company’s operations on the community and the environment” The Company aims to align economic success with ecological and social responsibility. We regularly review the ways in which the Company can actively reduce our net carbon footprint and actively recycle in a responsible and consistent way. We are engaged with various organisations in our local and wider community, our involvement includes financial support. We continuously look for ways in which we can help out in our local community projects. S172(1) (E) “The desirability of the Company maintaining a reputation for high standards of business conduct” The Company guided by our policies that set out the ethical, moral, and legal standards we strive to meet whilst acting in a way that the Directors consider to be economically, environmentally, and socially responsible. We have a zero-tolerance approach to modern slavery, anti-bribery and corruption and discrimination. S172(1) (F) “The need to act fairly as between members of the Company” As set out above, as a privately owned Company, the Directors seek to deliver on long term strategy whilst taking into consideration the impact to our members and always acting fairly. We benefit from the close relationship with our shareholders and consider this relationship to be a unique strength of our business. Page 5
TOTAL FITNESS HEALTH CLUBS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Engagement with People
Our employees are fundamental to the delivery of our plans. People are at the heart of our specialist services. We aim to be a responsible employer in our approach to the pay and benefits they receive. The health, safety and well-being of our employees is one of the primary considerations in the way we do business. The Company operates a framework for employee information and consultation. Regular meetings are held between management and employees to allow a free flow of information and ideas. We must share common values that inform and guide our behaviour so that we can collectively achieve our goals in the right manner. The Company is an equal opportunity employer and have appropriate policies for considering applications by disabled persons and for dealing with those circumstances where a member of staff becomes disabled.
Statement of Corporate Governance Arrangements
As a Board of Directors, our intention is to behave responsibly and ensure that, together with management, we operate the business in a responsible manner with high standards of business conduct and corporate governance expected of a business like ours. The intention is to nurture our reputation and goodwill through both the construction and continued quality delivery of our services.
Charitable contributions
The Company regularly hosts charitable events and actively encourages its staff and members to raise funds for local and national charities. During the year, the Company made charitable donations totaling £1k (2024 - £3k). This report was approved by the Board and signed on its behalf.
T W Rayner Director
Date: 24 October 2025
Page 6
TOTAL FITNESS HEALTH CLUBS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The Directors present their Annual Report and the audited financial statements of Total Fitness Health Clubs Limited (the 'Company') for the year ended 30 June 2025.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report 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 audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under Company law the Directors must not approve the audited financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £1,350 k (2024 - £1,157 k). The Directors do not recommend the payment of a dividend for the year (2024: £nil)
Directors
The Directors who served during the year and up until the date of this report, unless otherwise stated, were:
T W Rayner
S E Lawler
Going concern
As described in note 2.4 to the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, a period of at least 12 months from the signing of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Page 7
TOTAL FITNESS HEALTH CLUBS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Directors indemnities
During the financial year and at the date of approval of these financial statements, the Company has provided an indemnity for certain Directors of the Company, which is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006. The Company also maintains Directors’ and Officers’ liability insurance.
Streamlined Energy and Carbon Reporting (SECR)
The Company has reported its energy use and associated greenhouse gas emissions in accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements, having met the definition of a large company for two consecutive years. The energy and carbon data presented in this report covers the period from 1 January 2024 to 31 December 2024, which does not align with the Company’s financial year ending 30 June 2025. This reporting period was selected to align with the existing environmental reporting cycle of NorthEdge Capital LLP and to ensure consistency with other sustainability disclosures. It also reflects the availability of complete and verified energy consumption data across our operations. We will continue to use this calendar-year reporting approach in future SECR submissions to maintain year-on-year comparability. The SECR submission has been compiled using the 2024-25 Government Environmental Reporting Guidelines. Emissions have been grouped according to the GHG Protocol Corporate Standard. Calculations are based on the latest government conversion factors and the GHG Protocol Corporate Standard. Total kWh from Scope 1-3 is converted into kg and then into tonnes of CO2e as per BEIS guidance. During the year, direct emissions via company operations was 8,686 tCO2e (Scope 3). Emissions via purchased electricity was 1.3 tCO2e (Scope 2). Indirect emissions via purchased goods & services, along with employee travelling was 9,933 tCO2e (Scope 1).
Emissions | Baseline Emissions (2022) (tCO2e) | Emissions (current) (tCO2e) | % Change
Scope 1 | 9,399.7 | 9,933.3 | 5.68
Scope 2 | 1,642.7 | 1.3 | (99.92)
Scope 3 | 6,056.3 | 8,685.7 | 43.42
Total | 17,098.7 | 18,620.3 | 8.90
Carbon Intensity Ratios
Metric | Carbon Intensity (2022) | Carbon Intensity (Current)
Tonnes of CO2e per FTE | 37.9 | 36.7
Kilogram of CO2e per Member | 194.2 | 184.9
Energy efficiency actions and initiatives taken by the group during the year included: ∙Installation of solar panels for sustainable energy at our Lincoln club ∙A new swimming pool installation at Prenton fabricated from foam, designed to reduce energy consumption. ∙Building management system upgrade at two sites. ∙Water fountain upgrades across all sites. ∙LED replacements across numerous sites. ∙Utilisation of all pool covers out of hours. Page 8
TOTAL FITNESS HEALTH CLUBS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Matters covered in the Strategic Report
As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to Principal risks and uncertainties, Financial risk management and Key performance indicators.
Economic impact of global events
UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment. Total Fitness Health Clubs Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Disclosure of information to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Directors is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the Directors has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Subsequent events following the reporting date
The Company considers that there are no subsequent events following the reporting date which require disclosure within these financial statements.
Independent auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the Board and signed on its behalf by:
T W Rayner Director
Date: 24 October 2025
Page 9
TOTAL FITNESS HEALTH CLUBS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOTAL FITNESS HEALTH CLUBS LIMITED Opinion We have audited the financial statements of Total Fitness Health Clubs Limited ("the Company") for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: ∙give a true and fair view of the state of the Company’s affairs as at 30 June 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the Strategic Report and the Directors' Report, other than the financial statements and our Auditor’s Report thereon. The Directors are responsible for the other information contained within the Strategic Report and the Directors' Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Page 10
TOTAL FITNESS HEALTH CLUBS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOTAL FITNESS HEALTH CLUBS LIMITED Other information (continued) Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; and ∙we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 7, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 11
TOTAL FITNESS HEALTH CLUBS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOTAL FITNESS HEALTH CLUBS LIMITED Auditor's 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 an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we identified that the principal risks of non-compliance with laws and regulations related to the employment regulation, health and safety regulation, and money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. In addition, we evaluated the Directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. Page 12
TOTAL FITNESS HEALTH CLUBS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOTAL FITNESS HEALTH CLUBS LIMITED Auditor's responsibilities for the audit of the financial statements (continued) There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 Auditor’s Report. Use of the audit 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 an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed. Neil Barton (Senior statutory auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor One St. Peter's Square Manchester M2 3DE 24 October 2025 Page 13
TOTAL FITNESS HEALTH CLUBS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £000 | £000
Turnover | 4 | 51,609 | 46,109
Cost of sales |  | (19,204) | (18,571)
Gross profit |  | 32,405 | 27,538
Administrative expenses |  | (28,443) | (24,870)
Exceptional expenditure | 5 | (1,284) | (621)
Operating profit | 6 | 2,678 | 2,047
Interest receivable and similar income | 10 | 44 | -
Interest payable and similar expenses | 11 | (401) | (374)
Profit before tax |  | 2,321 | 1,673
Tax on profit | 12 | (971) | (516)
Profit for the financial year |  | 1,350 | 1,157
There was no other comprehensive income for 2025 (2024: £NIL). All amounts relate to continuing operations.
The notes on pages 18 to 39 form part of these financial statements.
Page 14
TOTAL FITNESS HEALTH CLUBS LIMITED REGISTERED NUMBER: 07334974 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 2,018 |  | 2,102
Tangible assets | 14 |  | 12,777 |  | 11,442
Investment in subsidiaries | 15 |  | 2,365 |  | 2,365
|  |  | 17,160 |  | 15,909
Current assets |  |  |  |  |
Stocks | 16 | 177 |  | 234 |
Debtors: amounts falling due within one year | 17 | 6,718 |  | 10,057 |
Cash and cash equivalents | 18 | 6,049 |  | 3,215 |
|  | 12,944 |  | 13,506 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 19 | (13,369) |  | (14,421) |
Net current liabilities |  |  | (425) |  | (915)
Total assets less current liabilities |  |  | 16,735 |  | 14,994
Creditors: amounts falling due after more than one year | 20 |  | (5,096) |  | (4,306)
Provisions for liabilities | 23 | (1,769) |  | (2,168) |
|  |  | (1,769) |  | (2,168)
Net assets |  |  | 9,870 |  | 8,520
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 34 |  | 34
Share premium account | 26 |  | 16,883 |  | 16,883
Revaluation reserve | 26 |  | 366 |  | 366
Capital redemption reserve | 26 |  | 3,186 |  | 3,186
Profit and loss account | 26 |  | (10,599) |  | (11,949)
Total equity |  |  | 9,870 |  | 8,520
Page 15
TOTAL FITNESS HEALTH CLUBS LIMITED REGISTERED NUMBER: 07334974 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2025 The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
T W Rayner
Director
Date: 24 October 2025
The notes on pages 18 to 39 form part of these financial statements. Page 16
TOTAL FITNESS HEALTH CLUBS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Share premium account | Capital redemption reserve | Revaluation reserve | Profit and loss account | Total equity
| £000 | £000 | £000 | £000 | £000 | £000
At 1 July 2024 | 34 | 16,883 | 3,186 | 366 | (11,949) | 8,520
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | - | - | 1,350 | 1,350
Other comprehensive income for the year | - | - | - | - | - | -
Total comprehensive income for the year | - | - | - | - | 1,350 | 1,350
At 30 June 2025 | 34 | 16,883 | 3,186 | 366 | (10,599) | 9,870
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
| Called up share capital | Share premium account | Capital redemption reserve | Revaluation reserve | Profit and loss account | Total equity
| £000 | £000 | £000 | £000 | £000 | £000
At 1 July 2023 | 34 | 16,883 | 3,186 | 366 | (13,106) | 7,363
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | - | - | 1,157 | 1,157
Other comprehensive income for the year | - | - | - | - | - | -
Total comprehensive income for the year | - | - | - | - | 1,157 | 1,157
At 30 June 2024 | 34 | 16,883 | 3,186 | 366 | (11,949) | 8,520
| The notes on pages 18 to 39 form part of these financial statements.
Page 17
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Total Fitness Health Clubs Limited ("the Company") is a private Company limited by shares, registered and domiciled in England and Wales and incorporated in the United Kingdom. Company registered number 07334974. The address of the Company’s registered office is given on the Company information page. The principal activity of the Company is disclosed on page 1. These financial statements have been presented in Pounds Sterling (£), this being the functional currency of the Company and currency of the primary economic environment in which the Company operates. Monetary amounts included in these financial statements are rounded to the nearest thousand (£000’s). 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principle accounting policies have been applied consistently throughout the current year and prior year, unless otherwise stated.
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Total Fitness Health Clubs Group Limited as at 30 June 2025 and these financial statements may be obtained from Companies House. Page 18
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.3 | Exemption from preparing consolidated financial statements
The Company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included in the consolidated financial statements of its ultimate parent, Total Fitness Health Clubs Group Limited. The financial statements of the ultimate parent can be obtained as per the details in note 31.
| 2.4 | Going concern
A review of the Company’s business activities, future developments and principal risks and uncertainties are set out in the Strategic Report and Directors’ Report. As at 30 June 2025, the Company has net assets of £9,870k (2024 - £8,520k) and net current liabilities of £425k (2024 - net current liabilities of £915k). Having considered the aforementioned, and after making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, a period of at least 12 months from the signing of these financial statements. Accordingly, the Company continues to adopt the going concern basis in preparing the financial statements.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Page 19
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest receivable and similar income
Interest receivable and similar income is recognised in profit or loss using the effective interest method.
| 2.8 | Interest payable and similar expenses
Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. Page 20
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Amortisation is provided on the following basis: Computer software - 3 to 5 years The amortisation expense is charged to administrative expenditure within the Statement of Comprehensive Income. Page 21
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.12 | Tangible assets
Tangible assets, other than as disclosed in policy 2.12, are held under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | Length of the lease
|  |  |  | Plant and machinery | - | 10 years
|  |  |  | Fixtures and fittings | - | between 3 and 12 years
Assets under construction are not depreciated until completion of the asset. Upon completion the asset in question is then transferred out of assets under construction and to another tangible asset category. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. The depreciation expense is charged to administrative expenditure within the Statement of Comprehensive Income.
| 2.13 | Revaluation of plant and machinery
Plant and machinery were revalued in 2012 with the surplus or deficit on book value being transferred to the Revaluation reserve, except that a deficit which is in excess of any previously recognised surplus over depreciated cost relating to the same property, or the reversal of such a deficit, is charged (or credited) to Statement of Comprehensive Income. A deficit which represents a clear consumption of economic benefits is charged to the Statement of Comprehensive Income regardless of any such previous surplus. Where depreciation charges are increased following a revaluation, an amount equal to the increase is transferred annually from the Revaluation reserve to the Statement of Comprehensive Income as a movement on reserves. On the disposal or recognition of a provision for impairment on a revalued fixed asset, any related balance remaining in the Revaluation reserve is also transferred to Statement of Comprehensive Income as a movement on reserves. Page 22
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position. Page 23
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial assets have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the assets original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Page 24
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Page 25
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 3.Judgements in applying accounting policies (continued) 3.1 Critical judgements in applying the Company’s accounting policies The critical judgements that the Directors have made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognised in the financial statements are discussed below: (i) Corporate income taxes and deferred taxes Significant judgement is required in determining the use of tax loss carry forwards. Deferred tax assets arising from unused tax losses or tax credits are only recognised to the extent that there are sufficient taxable temporary differences or there is convincing evidence that sufficient taxable profit will be available against which the unused tax losses or unused tax credits can be utilised. As at 30 June 2025, the Company had deferred tax assets totalling £3,137k (2024 - £4,109k). 3.2 Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: (i) Recoverability of trade and other receivables The Company establishes a provision for trade receivables that are considered not to be recoverable. When assessing recoverability, the Directors consider factors such as the aging of receivables, estimated loss and the credit profile of customers. As at the year end, the Company recognised a provision of £73k in respect of trade receivables that are not deemed to be recoverable (2024 - £78k). (ii) Provisions for claims The Company makes provisions for claims and associated costs based upon the expected outcome of any action having taken appropriate legal advice. The nature of claims makes this a judgemental area and the actual outcome can differ from the provision as any action progresses or ends. There are no other key sources of estimation uncertainty which require disclosure within these financial statements. Page 26
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Sale of goods | 2,710 | 2,489
| Rental services | 1,042 | 1,172
| Rendering of services | 47,815 | 42,437
| Commission | 16 | 11
| Other income | 26 | -
|  | 51,609 | 46,109
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| United Kingdom | 51,609 | 46,109
5. | Exceptional expenditure
|  | 2025 £000 | 2024 £000
| Advisory fees | 812 | 407
| Legal dispute | - | 188
| Restructuring fees | 360 | 26
| Other exceptional costs | 112 | -
|  | 1,284 | 621
During the year, the Company incurred the following non-recurring costs: £112k in relation to the resolution of a legal matter and associated professional services. £812k in respect of corporate advisory services. £360k relating to changes in the executive team and operational restructuring at site level. During the prior year the Company incurred a total of £407k of advisory fees related to market studies and new lease costs. Page 27
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 Exceptional expenditure (continued) During the prior year the Company settled a contractual dispute and incurred associated costs, totalling £188k. During the prior year the Company made changes to its operating structure at a site level. Non-operating costs for these transactions have been treated as exceptional and one off in nature and total £26k. Each of the above costs have been disclosed as exceptional expenditure given their one-off and incidental nature were incurred and reflected above.
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amortisation of intangible assets | 1,083 | 711
| Depreciation of tangible assets | 2,616 | 2,321
| Other operating lease rentals | 8,204 | 6,298
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditor in respect of the audit of the Company's annual financial statements | 39 | 38
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the financial statements of the parent Company.
Page 28
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
8. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Wages and salaries | 16,073 | 14,211
| Social security costs | 1,405 | 1,026
| Cost of defined contribution scheme | 300 | 263
|  | 17,778 | 15,500
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Health and fitness | 643 | 593
|  | Office and administration | 74 | 70
|  |  | 717 | 663
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Directors' emoluments | 765 | 455
| Company contributions to defined contribution pension schemes | 27 | 26
|  | 792 | 481
| During the year retirement benefits were accruing to 2 Directors (2024 - 2 Directors) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £456k (2024 - £277 k).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £16k (2024 - £15 k).
Page 29
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank interest receivable on cash balances | 44 | -
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Interest payable on bank loan (note 21) | 380 | 346
| Other loan interest payable | - | 28
| Finance leases and hire purchase contracts | 11 | -
| Other interest payable | 10 | -
|  | 401 | 374
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Deferred tax |  |
| Current year deferred tax credit | 1,023 | 647
| Adjustment in respect of prior years | (52) | (131)
| Total deferred tax | 971 | 516
| Taxation on profit | 971 | 516
Page 30
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit before tax | 2,321 | 1,673
| Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 580 | 418
| Effects of: |  |
| Fixed asset timing differences | 147 | 150
| Expenses not deductible for tax purposes | 296 | 191
| Adjustments to deferred tax in respect of prior periods | (52) | (131)
| Income not deductible for tax purposes | - | (2)
| Other differences | - | (110)
| Total tax charge for the year | 971 | 516
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 31
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
13. | Intangible assets
|  | Computer software
|  | £000
| Cost |
| At 1 July 2024 | 3,730
| Additions | 868
| Transfers between classes | 131
| At 30 June 2025 | 4,729
| Accumulated amortisation |
| At 1 July 2024 | 1,628
| Charge for the year | 1,083
| At 30 June 2025 | 2,711
| Net book value |
| At 30 June 2025 | 2,018
| At 30 June 2024 | 2,102
Page 32
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
14. | Tangible fixed assets
|  | Long-term leasehold property | Plant and machinery | Fixtures and fittings | Assets under construction | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost or valuation |  |  |  |  |
| At 1 July 2024 | 13,057 | 9,118 | 14,751 | 138 | 37,064
| Additions | 2,448 | 714 | 920 | - | 4,082
| Transfers between classes | - | - | - | (131) | (131)
| At 30 June 2025 | 15,505 | 9,832 | 15,671 | 7 | 41,015
| Accumulated depreciation |  |  |  |  |
| At 1 July 2024 | 9,695 | 4,769 | 11,158 | - | 25,622
| Charge for the year | 823 | 532 | 1,261 | - | 2,616
| At 30 June 2025 | 10,518 | 5,301 | 12,419 | - | 28,238
| Net book value |  |  |  |  |
| At 30 June 2025 | 4,987 | 4,531 | 3,252 | 7 | 12,777
| At 30 June 2024 | 3,362 | 4,349 | 3,593 | 138 | 11,442
Page 33
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | Investment in subsidiaries
|  | Investment in subsidiary companies
|  | £000
| Cost and book value |
| At 1 July 2024 | 2,365
| At 30 June 2025 | 2,365
| Subsidiary undertakings
| At 30 June 2025 the Company held investments in the following subsidiary undertakings:
| Name | Principal activity | Class of shares | Holding
| Total Swim Limited | Dormant | Ordinary | 100%
| Total Fitness Laser Limited | Dormant | Ordinary | 100%
16. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Finished goods and goods for resale | 177 | 234
| The difference between the purchase price of stocks and their replacement cost is not material.
Page 34
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
17. | Debtors: Amounts falling due within a year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | 69 | 126
| Prepayments and accrued income | 3,512 | 5,822
| Deferred taxation | 3,137 | 4,109
|  | 6,718 | 10,057
| Trade debtors are stated after a provision for an impairment of £73k (2024 - £78k).
18. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 6,049 | 3,215
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank loans (note 21) | 556 | 556
| Trade creditors | 3,746 | 3,633
| Amounts owed to group undertakings | 441 | 441
| Other taxation and social security | 1,451 | 1,166
| Obligations under finance lease and hire purchase contracts (note 22) | 49 | 108
| Other creditors | 86 | 63
| Accruals and deferred income | 7,040 | 8,454
|  | 13,369 | 14,421
| Amounts owed by group undertakings are unsecured, interest-free and repayable on demand within one year.
Page 35
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
20. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank loans (note 21) | 2,811 | 1,970
| Net obligations under finance leases and hire purchase contracts (note 22) | 174 | 29
| Accruals and deferred income | 2,111 | 2,307
|  | 5,096 | 4,306
21. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amounts falling due within one year |  |
| Bank loans | 556 | 556
| Amounts falling due between one and two years |  |
| Bank loans | 556 | 556
| Amounts falling due between two and five years |  |
| Bank loans | 2,256 | 1,414
| Amounts falling due after more than five years |  |
|  | 3,368 | 2,526
| The above bank loans are related to a £4.0m loan facility with an interest rate of 5% above Bank of England rate. Payments of £0.14m are repayable quarterly from 28 March 2024 until 27 June 2028. The above bank loans are secured on the trade and assets of the Company.
22. | Obligations under finance lease and hire purchase contracts
| Minimum lease payments under finance lease and hire purchase contracts fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Within one year | 49 | 108
| Between one and five years | 174 | 29
|  | 223 | 137
Page 36
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
23. | Provisions for liabilities
|  | Dilapidation provision
|  | £000
| At 1 July 2024 | 2,168
| Utilised in year | (399)
| At 30 June 2025 | 1,769
| The property provision relates to the estimated cost of restoring the Company's leased properties and operating equipment to the necessary standards required under the terms of the operating leases (net of the cost of the works agreed to be contributed by the Company's landlords towards those costs under the terms of those leases).
24. | Deferred taxation
|  | 2025 | 2024
|  | £000 | £000
| At beginning of year | 4,109 | 4,625
| Charged to the Statement of Comprehensive Income | (971) | (516)
| At end of year | 3,138 | 4,109
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Accelerated capital allowances | (675) | 16
| Tax losses carried forward | 3,363 | 3,546
| Short term timing differences | 450 | 547
|  | 3,138 | 4,109
Page 37
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
25. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 3,447,255 (2024 - 3,447,255) ordinary shares of £0.01 each | 34,472 | 34,472
| The Company has one class of ordinary share. Each share carries with it voting rights, but no rights to any fixed income.
26. | Reserves
Share premium account The Share premium account represents the considered received in excess of the nominal value of the shares issued by the Company, less transaction costs. Revaluation reserve The Revaluation reserve represents the cumulative effect of previous revaluations of plant and machinery net of amounts transferred annually from the revaluation reserve to the Statement of Comprehensive Income where depreciation charges were adjusted for following the revaluation. Capital redemption reserve The Capital contribution reserve arose during 2015 when three Directors received a total payment of £3,186k on the sale of shares, previously created under a management incentive plan. The sale of the shares occurred when the Company was sold, constituting a trigger event under the shareholders' agreement. Based on its terms and conditions, the management incentive plan was accounted for as an employee benefit under Section 28 of FRS 102. Accordingly, the employee benefit expense was recognised in 2015 in full. The payment was made to the Directors by shareholders and consequently, a corresponding capital contribution was recognised directly in equity. Profit and loss account The Profit and loss account represents the cumulative profits or losses of the Company. Dividends are paid from this reserve.
27. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £300k (2024 - £263k). Contributions totaling £62k (2024 - £46k) were payable to the fund at the date of the Statement of Financial Position and are included within other creditors. Page 38
TOTAL FITNESS HEALTH CLUBS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
28. | Commitments under operating leases
| At 30 June 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Not later than 1 year | 8,733 | 8,351
| Later than 1 year and not later than 5 years | 35,388 | 34,071
| Later than 5 years | 122,338 | 110,042
|  | 166,459 | 152,464
29. | Related party transactions
| The Company is a wholly owned subsidiary and has taken advantage of the exemption permitted by FRS 102 Section 33 "Related Party Disclosures" not to provide disclosures of transactions entered into with other wholly owned members of the Group.
30. | Subsequent events following the reporting date
The Company considers that there are no subsequent events following the reporting date which require disclosure within these financial statements.
31. | Controlling party
The Company's immediate parent company is Total Fitness HC Holdings Limited. The ultimate controlling party is considered to be Northedge Capital LLP, an entity incorporated in the United Kingdom, through their investment in Northedge Capital Fund LLP, which holds a majority investment in TFHC Investments Limited group of companies, of which this Company is a member. The largest and smallest group of which Total Fitness Health Clubs Limited is a member and for which consolidated financial statements are drawn up is that headed by Total Fitness Health Clubs Group Limited, a Company incorporated in England and Wales. The registered office of Total Fitness Health Clubs Group Limited is Total Fitness, Wilmslow Way, Handforth, Cheshire, SK9 3PE. Consolidated financial statements for the year ended 30 June 2025 can be obtained from Companies House.
Page 39