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2024-12-31

GYMFINITY KIDS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST DECEMBER 2025

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Directors | 4 |

| Report of the Independent Auditors | 6 |

| Consolidated Statement of Comprehensive Income | 9 |

| Consolidated Balance Sheet | 10 |

| Company Balance Sheet | 11 |

| Consolidated Statement of Changes in Equity | 12 |

| Company Statement of Changes in Equity | 13 |

| Consolidated Cash Flow Statement | 14 |

| Notes to the Consolidated Cash Flow Statement | 15 |

| Notes to the Consolidated Financial Statements | 16 |

| GYMFINITY KIDS LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31ST DECEMBER 2025

| 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

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31ST DECEMBER 2025

The directors present their strategic report of the company and the group for the year ended 31st December 2025.

REVIEW OF BUSINESS

Gymfinity Kids ( GK) and Total Gymnastics Academies ( TGA) as a group provide sport activities to children of all ages 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.

In 2025 the Group operated in 11 purpose built clubs as well as 16 community centres across the UK with plans to open more locations. The group is also running National Curriculum program across nearly 100 schools in UK.

The business continues to perform well in 2026, with 2 additional community centres launched in January and a further five expected to open in mid-September 2026.

Key Performance Indicators ("KPI's")

The Group'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 Group also measures its non-financial performance in a number of ways. These include quality and service levels to customers, standards and cleanliness of the facilities and new customer acquisition in both clubs and communities. 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.

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31ST DECEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The management Board have reviewed the activities of the Group and the controls that are in place to manage the exposure to any risk including competitors. 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 Group 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 12 months following the date of approval of these accounts.

The Group 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 Group to a number of financial risks, which are described in more detail below.

Liquidity Risk

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

Interest rate risk

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

ON BEHALF OF THE BOARD:

P D Kirwin - Director

7th July 2026

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31ST DECEMBER 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2025.

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 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 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 - resigned 11th February 2025

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 team's 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 benefits 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.

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31ST DECEMBER 2025

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

7th July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GYMFINITY KIDS LIMITED

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 2025 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 2025 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GYMFINITY KIDS LIMITED

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.

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;

* 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.

* 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.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GYMFINITY KIDS LIMITED

Use of our report

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

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

7th July 2026

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

CONSOLIDATED

STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED 31ST DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 3 | 10,042,501 |  | 9,449,206 |  |

Cost of sales | 532,836 |  | 966,195 |  |

GROSS PROFIT | 9,509,665 |  | 8,483,011 |  |

Administrative expenses | 10,403,250 |  | 9,650,067 |  |

(893,585 | ) | (1,167,056 | ) |

Other operating income | 57,636 |  | 570 |  |

OPERATING LOSS | 5 | (835,949 | ) | (1,166,486 | ) |

Interest payable and similar expenses | 7 | 370,863 |  | 207,978 |  |

LOSS BEFORE TAXATION | (1,206,812 | ) | (1,374,464 | ) |

Tax on loss | 8 | 46,723 |  | 71,097 |  |

LOSS FOR THE FINANCIAL YEAR | (1,253,535 | ) | (1,445,561 | ) |

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 | (1,253,535 | ) | (1,181,263 | ) |

Loss attributable to:

Owners of the parent | (1,253,535 | ) | (1,445,561 | ) |

Total comprehensive income attributable to:

Owners of the parent | (1,253,535 | ) | (1,181,263 | ) |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

CONSOLIDATED BALANCE SHEET

31ST DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 929,523 |  | 1,030,653 |  |

Tangible assets | 11 | 5,055,915 |  | 5,877,239 |  |

Investments | 12 | - |  | - |  |

5,985,438 |  | 6,907,892 |  |

CURRENT ASSETS

Stocks | 13 | 35,195 |  | 44,639 |  |

Debtors | 14 | 1,190,981 |  | 1,156,793 |  |

Cash at bank | 560,960 |  | 1,122,115 |  |

1,787,136 |  | 2,323,547 |  |

CREDITORS

Amounts falling due within one year | 15 | 2,988,661 |  | 3,034,742 |  |

NET CURRENT LIABILITIES | (1,201,525 | ) | (711,195 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,783,913 |  | 6,196,697 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (1,397,997 | ) | (1,637,404 | ) |

PROVISIONS FOR LIABILITIES | 20 | (442,881 | ) | (362,714 | ) |

NET ASSETS | 2,943,035 |  | 4,196,579 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 18,527,514 |  | 18,527,523 |  |

Share premium | 22 | 1,423,963 |  | 1,423,963 |  |

Other reserves | 22 | 264,298 |  | 264,298 |  |

Retained earnings | 22 | (17,272,740 | ) | (16,019,205 | ) |

2,943,035 |  | 4,196,579 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 7th July 2026 and were signed on its behalf by:

P D Kirwin - Director

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

COMPANY BALANCE SHEET

31ST DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 328,074 |  | 347,735 |  |

Tangible assets | 11 | 5,055,919 |  | 5,346,176 |  |

Investments | 12 | 1,245,471 |  | 1,446,136 |  |

6,629,464 |  | 7,140,047 |  |

CURRENT ASSETS

Stocks | 13 | 35,195 |  | 36,826 |  |

Debtors | 14 | 1,190,106 |  | 1,082,834 |  |

Cash at bank | 560,960 |  | 1,111,996 |  |

1,786,261 |  | 2,231,656 |  |

CREDITORS

Amounts falling due within one year | 15 | 2,988,535 |  | 2,701,555 |  |

NET CURRENT LIABILITIES | (1,202,274 | ) | (469,899 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 5,427,190 |  | 6,670,148 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (1,397,997 | ) | (1,581,914 | ) |

PROVISIONS FOR LIABILITIES | 20 | (443,083 | ) | (326,189 | ) |

NET ASSETS | 3,586,110 |  | 4,762,045 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 18,527,514 |  | 18,527,523 |  |

Share premium | 22 | 1,423,963 |  | 1,423,963 |  |

Other reserves | 22 | 264,298 |  | 264,298 |  |

Retained earnings | 22 | (16,629,665 | ) | (15,453,739 | ) |

3,586,110 |  | 4,762,045 |  |

Company's loss for the financial year | (1,175,926 | ) | (1,139,627 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 7th July 2026 and were signed on its behalf by:

P D Kirwin - Director

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST DECEMBER 2025

| Called up |

| share |  | Retained |  | Share |  | Other |  | Total

| capital |  | earnings |  | premium |  | reserves |  | equity

£ | £ | £ | £ | £ |

Balance at 1st January 2024 | 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 |  |

Changes in equity

Reduction in share capital | (9 | ) | - |  | - |  | - |  | (9 | ) |

Total comprehensive income | - |  | (1,253,535 | ) | - |  | - |  | (1,253,535 | ) |

Balance at 31st December 2025 | 18,527,514 |  | (17,272,740 | ) | 1,423,963 |  | 264,298 |  | 2,943,035 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST DECEMBER 2025

| Called up |

| share |  | Retained |  | Share |  | Other |  | Total

| capital |  | earnings |  | premium |  | reserves |  | equity

£ | £ | £ | £ | £ |

Balance at 1st January 2024 | 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 |  |

Changes in equity

Reduction in share capital | (9 | ) | - |  | - |  | - |  | (9 | ) |

Total comprehensive loss | - |  | (1,175,926 | ) | - |  | - |  | (1,175,926 | ) |

Balance at 31st December 2025 | 18,527,514 |  | (16,629,665 | ) | 1,423,963 |  | 264,298 |  | 3,586,110 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31ST DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 465,727 |  | (516,044 | ) |

Interest paid | (216,570 | ) | (110,366 | ) |

Interest element of finance lease payments paid | (74,125 | ) | (103,983 | ) |

Finance costs paid | (80,168 | ) | 6,371 |  |

Tax paid | - |  | 40,668 |  |

Net cash from operating activities | 94,864 |  | (683,354 | ) |

Cash flows from investing activities

Purchase of intangible fixed assets | (39,619 | ) | (44,034 | ) |

Purchase of tangible fixed assets | (151,922 | ) | (117,778 | ) |

Sale of tangible fixed assets | 119,020 |  | 15,125 |  |

Net cash from investing activities | (72,521 | ) | (146,687 | ) |

Cash flows from financing activities

New loans in year | - |  | 1,226,933 |  |

Other loan repayments | (128,041 | ) | - |  |

Capital repayments in year | (280,448 | ) | (336,145 | ) |

Amount introduced by directors | - |  | 175,000 |  |

Amount withdrawn by directors | (175,000 | ) | - |  |

Share issue | (9 | ) | - |  |

Equity component of loan notes | - |  | 264,869 |  |

Net cash from financing activities | (583,498 | ) | 1,330,657 |  |

(Decrease)/increase in cash and cash equivalents | (561,155 | ) | 500,616 |  |

Cash and cash equivalents at beginning of year | 2 | 1,122,115 |  | 621,499 |  |

Cash and cash equivalents at end of year | 2 | 560,960 |  | 1,122,115 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31ST DECEMBER 2025

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

| 2025 |  | 2024

£ | £ |

| Loss before taxation | (1,206,812 | ) | (1,374,464 | ) |

| Depreciation charges | 941,923 |  | 907,042 |  |

| Loss on disposal of fixed assets | 53,051 |  | 13,630 |  |

| Provision adjustments | 80,167 |  | (6,573 | ) |

| Interest on Convertible loan | 178,295 |  | - |  |

| Finance costs | 370,863 |  | 207,978 |  |

417,487 |  | (252,387 | ) |

| Decrease in stocks | 9,444 |  | 34,961 |  |

| (Increase)/decrease in trade and other debtors | (80,911 | ) | 43,279 |  |

| Increase/(decrease) in trade and other creditors | 119,707 |  | (341,897 | ) |

| Cash generated from operations | 465,727 |  | (516,044 | ) |

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 2025

| 31/12/25 |  | 1/1/25

£ | £ |

| Cash and cash equivalents | 560,960 |  | 1,122,115 |  |

| Year ended 31st December 2024

| 31/12/24 |  | 1/1/24

£ | £ |

| Cash and cash equivalents | 1,122,115 |  | 621,499 |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1/1/25 | Cash flow | At 31/12/25

£ | £ | £ |

| Net cash |

| Cash at bank | 1,122,115 |  | (561,155 | ) | 560,960 |  |

1,122,115 |  | (561,155 | ) | 560,960 |  |

| Debt

| Finance leases | (720,684 | ) | 280,448 |  | (440,236 | ) |

| Debts falling due within 1 year | (128,041 | ) | 128,041 |  | - |  |

| Debts falling due after 1 year | (1,219,702 | ) | (178,295 | ) | (1,397,997 | ) |

(2,068,427 | ) | 230,194 |  | (1,838,233 | ) |

| Total | (946,312 | ) | (330,961 | ) | (1,277,273 | ) |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

1. | STATUTORY INFORMATION

| Gymfinity Kids Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

| Financial Reporting Standard 102 - reduced disclosure exemptions

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

| - the requirements of Section 7 Statement of Cash Flows.

| Basis of consolidation

| The group accounts consolidate the accounts of Gymfinity Kids Limited and its subsidiary undertakings for the year end, 31 December 2025. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Acquisitions are accounted for under the acquisition method with goodwill, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, being amortised over the expected useful life.

| In the group accounts, interests in associated and joint venture undertakings are accounted for using the equity method of accounting. The consolidated profit and loss account includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings based on approved financial statements. In the consolidated balance sheet, the interests in associated undertakings are shown as the group's share of the identifiable net assets including any unamortised premium paid on acquisition.

| Significant judgements and estimates

| In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

| Key sources of estimation uncertainty

| The estimates and assumptions which have a significant risk of causing material adjustment to the carrying amount of assets and liabilities are as follows:

| During the year a decision was taken by the management team to reconsider the useful lives of the gym equipment used in the business. The assets were previously being depreciated over 4 years, however the wear and tear of the assets is such that it is considered more appropriate to depreciate them over the lease term, which is estimated to be approximately ten years.

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Turnover is derived from the provision of sports and leisure facilities for children in the United Kingdom, as well as the provision of nurseries. Turnover is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts and Value Added Tax.

| Revenue from the sale of goods, such as vending machines sales, café sales and clothing sales is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually at the point of sale).

| Membership income is recognised on a straight line basis over the relevant term.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

| Intangible assets

| Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

| Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

| Computer software |  | 10 years straight line |  |

| Amortisation is charged when the asset is brought into use. The software will be fully amortised by 2035

| Tangible fixed assets

| Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

| Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

| Leasehold improvements |  | Over the term of the lease |  |

| Fixture and fittings |  | 10% straight line |  |

| Gym equipment / Plant & machinery |  | Over the term of the lease |  |

| Equipment / Computer equipment |  | 25% straight line |  |

| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

| During 2024, the directors considered the useful lives of the gym equipment and decided to extend the life of the assets from 10 years to over the life of the lease term. There is no intention for the equipment to be replaced before the end of the lease term and the equipment is considered to be in a good state of repair.

| Stocks

| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The Company has elected to apply the provisions of section 11 "Basic Financial Instruments" and section 12 " Other Financial Instruments Issues" 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 debtors, are initially measured at transactions price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

| Other financial assets

| Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

| Impairment of financial assets

| Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed when the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit and loss.

| Classification of 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 deducting all of its liabilities.

| Basic financial liabilities

| Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

| Other financial liabilities

| Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through profit or loss.

| Equity instruments

| Equity instruments issued by the company are recorded at the proceeds received or receivable, net of transaction costs. Dividends payable or equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

| Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

| Taxation

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

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

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

| Deferred tax

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

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

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

| Leases

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

| Assets under finance lease are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

| Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

| Employee benefits

| The costs of short term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

| The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

| Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

| Provisions

| Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount included within provisions relates to the company's best estimate of future dilapidation costs. The costs are discounted to present value using a discount rate to reflect the time value of money and the specific risk of the liability.

| Investment in subsidiary

| Investments in associates are initially recognised at cost, which includes the purchase price and any directly attributable acquisition costs.

| The investment is subsequently measured at cost less any accumulated impairment losses.

| Interest receivable and interest payable

| Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.

| Going concern

| The latest financial year ending December 2025 has proven to be very successful for the group. Revenue has increased by 6.2% and the company made a profit on EBITDA level indicating YOY growth.

| Since 1st January 2025, Gymfinity Kids Limited and Total Gymnastics Academies Limited operating and reporting as one entity and continue to be making profit year to date in 2026. The directors are expecting that the business will double the profit in 2026 and continue to performs well in future.

| The company's bank cash balance at the end of 2025 was £0.6m. The directors are confident this leaves the company with sufficient cash to be able to continue trading for a period of at least 12 months.

| The Company continue to adopt the going concern basis of accounting when preparing the accounts.

3. | TURNOVER

| The group’s income is derived solely from the rendering of the service associated with its principal activity within the UK, and it does not have any alternative or diversified income streams.

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 4,357,298 |  | 3,839,725 |  |

| Social security costs | 274,645 |  | 196,218 |  |

| Other pension costs | 72,899 |  | 56,117 |  |

4,704,842 |  | 4,092,060 |  |

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

| 2025 |  | 2024

| Directors | 3 |  | 3 |  |

| Administrative staff | 457 |  | 393 |  |

460 |  | 396 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 115,809 |  | 141,833 |  |

| Directors' pension contributions to money purchase schemes | 21,575 |  | 3,803 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 3 |  | 2 |  |

| The key management personnel are considered to be the 3 directors on the payroll in the Group.

5. | OPERATING LOSS

| The operating loss is stated after charging:

| 2025 |  | 2024

£ | £ |

| Other operating leases | 1,660,232 |  | 2,357,522 |  |

| Depreciation - owned assets | 801,175 |  | 766,841 |  |

| Loss on disposal of fixed assets | 53,051 |  | 13,630 |  |

| Goodwill amortisation | 77,607 |  | 77,607 |  |

| Computer software amortisation | 63,142 |  | 62,595 |  |

6. | AUDITORS' REMUNERATION

| 2025 |  | 2024

£ | £ |

| Fees payable to the company's auditors for the audit of the company's financial statements | 20,500 |  | 25,050 |  |

| Total audit fees | 20,500 |  | 25,050 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank loan interest | 5,923 |  | 6,741 |  |

| Other loan interest | 206,055 |  | 99,676 |  |

| Interest on late tax payment | 4,592 |  | 3,949 |  |

| Hire purchase interest | 74,125 |  | 103,983 |  |

| Unwind discount on provision | 80,168 |  | (6,371 | ) |

370,863 |  | 207,978 |  |

8. | TAXATION

| Analysis of the tax charge

| The tax charge on the loss for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Deferred tax | 46,723 |  | 71,097 |  |

| Tax on loss | 46,723 |  | 71,097 |  |

| Reconciliation of total tax charge included in profit and loss

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

| 2025 |  | 2024

£ | £ |

| Loss before tax | (1,206,812 | ) | (1,374,464 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (301,703 | ) | (343,616 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 20,897 |  | 12,327 |  |

| Depreciation in excess of capital allowances | 167,038 |  | 129,359 |  |

| Dilapidation provision | 20,042 |  | 28,414 |  |

| Losses carried forward | 74,324 |  | 409,613 |  |

| Deferred tax adjustment on future profits covered by losses. | 46,723 |  | (165,000 | ) |

| Amortisation of goodwill | 19,402 |  | - |  |

| Total tax charge | 46,723 |  | 71,097 |  |

| Tax effects relating to effects of other comprehensive income |

| There were no tax effects for the year ended 31st December 2025.

| 2024 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Loan notes - equity | 264,298 |  | - |  | 264,298 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

10. | INTANGIBLE FIXED ASSETS

| Group

| Computer |

| Goodwill |  | software |  | Totals

£ | £ | £ |

| COST

| At 1st January 2025 | 776,065 |  | 635,097 |  | 1,411,162 |  |

| Additions | - |  | 39,619 |  | 39,619 |  |

| At 31st December 2025 | 776,065 |  | 674,716 |  | 1,450,781 |  |

| AMORTISATION

| At 1st January 2025 | 97,009 |  | 283,500 |  | 380,509 |  |

| Amortisation for year | 77,607 |  | 63,142 |  | 140,749 |  |

| At 31st December 2025 | 174,616 |  | 346,642 |  | 521,258 |  |

| NET BOOK VALUE

| At 31st December 2025 | 601,449 |  | 328,074 |  | 929,523 |  |

| At 31st December 2024 | 679,056 |  | 351,597 |  | 1,030,653 |  |

| Company

| Computer

| software

£ |

| COST

| At 1st January 2025 | 612,334 |  |

| Additions | 39,618 |  |

| Reclassification/transfer | 36,166 |  |

| At 31st December 2025 | 688,118 |  |

| AMORTISATION

| At 1st January 2025 | 264,599 |  |

| Amortisation for year | 63,142 |  |

| Reclassification/transfer | 32,303 |  |

| At 31st December 2025 | 360,044 |  |

| NET BOOK VALUE

| At 31st December 2025 | 328,074 |  |

| At 31st December 2024 | 347,735 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

11. | TANGIBLE FIXED ASSETS

| Group

| Fixtures |

| Long |  | Plant and |  | and |  | Computer |

| leasehold |  | machinery |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1st January 2025 | 6,497,688 |  | 1,713,139 |  | 905,747 |  | 839,618 |  | 9,956,192 |  |

| Additions | 18,796 |  | 118,405 |  | 5,857 |  | 8,864 |  | 151,922 |  |

| Disposals | (206,519 | ) | - |  | (8,645 | ) | (34,984 | ) | (250,148 | ) |

| At 31st December 2025 | 6,309,965 |  | 1,831,544 |  | 902,959 |  | 813,498 |  | 9,857,966 |  |

| DEPRECIATION

| At 1st January 2025 | 2,229,206 |  | 817,355 |  | 351,396 |  | 680,996 |  | 4,078,953 |  |

| Charge for year | 478,082 |  | 160,973 |  | 90,200 |  | 71,920 |  | 801,175 |  |

| Eliminated on disposal | (47,020 | ) | - |  | (3,012 | ) | (28,045 | ) | (78,077 | ) |

| At 31st December 2025 | 2,660,268 |  | 978,328 |  | 438,584 |  | 724,871 |  | 4,802,051 |  |

| NET BOOK VALUE

| At 31st December 2025 | 3,649,697 |  | 853,216 |  | 464,375 |  | 88,627 |  | 5,055,915 |  |

| At 31st December 2024 | 4,268,482 |  | 895,784 |  | 554,351 |  | 158,622 |  | 5,877,239 |  |

| The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Gym equipment |  | 407,353 |  | 480,796 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

11. | TANGIBLE FIXED ASSETS - continued

| Company

| Fixtures |

| Long |  | Plant and |  | and |  | Computer |

| leasehold |  | machinery |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1st January 2025 | 5,836,069 |  | 1,766,019 |  | 868,629 |  | 853,021 |  | 9,323,738 |  |

| Additions | 18,796 |  | 118,405 |  | 5,857 |  | 8,864 |  | 151,922 |  |

| Disposals | (206,519 | ) | - |  | (8,645 | ) | (34,984 | ) | (250,148 | ) |

| Reclassification/transfer | 790,611 |  | 28,793 |  | 45,494 |  | 30,118 |  | 895,016 |  |

| At 31st December 2025 | 6,438,957 |  | 1,913,217 |  | 911,335 |  | 857,019 |  | 10,120,528 |  |

| DEPRECIATION

| At 1st January 2025 | 2,062,186 |  | 870,809 |  | 344,767 |  | 699,800 |  | 3,977,562 |  |

| Charge for year | 478,081 |  | 160,973 |  | 90,200 |  | 71,920 |  | 801,174 |  |

| Eliminated on disposal | (47,020 | ) | - |  | (3,012 | ) | (28,045 | ) | (78,077 | ) |

| Reclassification/transfer | 296,011 |  | 28,218 |  | 15,005 |  | 24,716 |  | 363,950 |  |

| At 31st December 2025 | 2,789,258 |  | 1,060,000 |  | 446,960 |  | 768,391 |  | 5,064,609 |  |

| NET BOOK VALUE

| At 31st December 2025 | 3,649,699 |  | 853,217 |  | 464,375 |  | 88,628 |  | 5,055,919 |  |

| At 31st December 2024 | 3,773,883 |  | 895,210 |  | 523,862 |  | 153,221 |  | 5,346,176 |  |

| The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Gym equipment |  | £407,353 |  | 480,796 |  |

12. | FIXED ASSET INVESTMENTS

| Company

| Unlisted

| investments

£ |

| COST

| At 1st January 2025

| and 31st December 2025 | 1,446,136 |  |

| PROVISIONS

| Impairments | 200,665 |  |

| At 31st December 2025 | 200,665 |  |

| NET BOOK VALUE

| At 31st December 2025 | 1,245,471 |  |

| At 31st December 2024 | 1,446,136 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

12. | FIXED ASSET INVESTMENTS - continued

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

| Subsidiaries

| Total Gymnastics Limited

| Registered office: Unit B, First Floor, Stadium Way West, Milton Keynes, England, MK1 1ST

| Nature of business: Holding company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

£ | £ |

| Aggregate capital and reserves | 782 |  | 782 |  |

| Total Gymnastics Academies Limited

| Registered office: Unit B, First Floor, Stadium Way West, Milton Keynes, England, MK1 1ST

| Nature of business: Gymnastic teaching

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

£ | £ |

| Aggregate capital and reserves | 1 |  | 200,665 |  |

| Loss for the year | (200,664 | ) | (228,294 | ) |

| From 1 January 2025 the trade of the company has been hived up to Gymfinity Kids.

| Beth Tweddle Gym Stars Limited

| Registered office: Unit B, First Floor, Stadium Way West, Milton Keynes, England, MK1 1ST

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

£ | £ |

| Aggregate capital and reserves | 1 |  | 1 |  |

| Gymfinity Kids Limited directly owns Total Gymnastics Limited (TGL).

| TGL directly own Total Gymnastics Academies Limited and Beth Tweddle Gym Stars Limited.

13. | STOCKS

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Stocks | 35,195 |  | 44,639 |  | 35,195 |  | 36,826 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

14. | DEBTORS

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Amounts falling due within one year: |

| Trade debtors | 441,249 |  | 453,432 |  | 441,249 |  | 379,664 |  |

| Amounts owed by group undertakings | - |  | - |  | - |  | 102,013 |  |

| Other debtors | 214,996 |  | 178,167 |  | 214,996 |  | 107,896 |  |

| Tax | 118,277 |  | 45,000 |  | 118,277 |  | 45,000 |  |

| Prepayments and accrued income | 416,459 |  | 360,194 |  | 415,584 |  | 328,261 |  |

1,190,981 |  | 1,036,793 |  | 1,190,106 |  | 962,834 |  |

| Amounts falling due after more than one | year: |

| Tax | - |  | 120,000 |  | - |  | 120,000 |  |

| Aggregate amounts | 1,190,981 |  | 1,156,793 |  | 1,190,106 |  | 1,082,834 |  |

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

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Other loans (see note 17) | - |  | 128,041 |  | - |  | 128,041 |  |

| Finance leases (see note 18) | 440,236 |  | 358,472 |  | 440,236 |  | 358,472 |  |

| Trade creditors | 633,017 |  | 658,348 |  | 633,019 |  | 506,462 |  |

| Social security and other taxes | 61,814 |  | 78,100 |  | 61,814 |  | 42,066 |  |

| VAT | 290,225 |  | 132,500 |  | 290,097 |  | 132,372 |  |

| Other creditors | 62,494 |  | 66,205 |  | 62,494 |  | 62,806 |  |

| Directors' current accounts | - |  | 175,000 |  | - |  | 175,000 |  |

| Accruals and deferred income | 1,500,875 |  | 1,438,076 |  | 1,500,875 |  | 1,296,336 |  |

2,988,661 |  | 3,034,742 |  | 2,988,535 |  | 2,701,555 |  |

16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Other loans (see note 17) | 1,397,997 |  | 1,219,702 |  | 1,397,997 |  | 1,219,702 |  |

| Finance leases (see note 18) | - |  | 362,212 |  | - |  | 362,212 |  |

| Trade creditors | - |  | 55,490 |  | - |  | - |  |

1,397,997 |  | 1,637,404 |  | 1,397,997 |  | 1,581,914 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

17. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Amounts falling due within one year or on | demand: |

| CBILS loan | - |  | 38,041 |  | - |  | 38,041 |  |

| Other loans | - |  | 90,000 |  | - |  | 90,000 |  |

- |  | 128,041 |  | - |  | 128,041 |  |

| Amounts falling due between two and five | years: |

| Convertible loan notes | 1,397,997 |  | 1,219,702 |  | 1,397,997 |  | 1,219,702 |  |

| Other loans relate to amounts borrowed under the Coronavirus Business Interruption Loan Scheme and are unsecured. The loan term is 5 years ending in September 2025. Interest is charged on the loan at 10.7%.

| In addition to the CBIL loan, there was a £90,000 loan in relation to monies received from connected parties. Interest is charged at 15% and was fully repaid in February 2025.

| During the reporting period, the Company issued convertible loan notes amounting to £1,395,000. These notes bear interest at a rate of 15% & 12% per annum and are convertible into ordinary shares of the Company at the option of the holder at any time prior to maturity. The maturity date of the notes are 30 September 2029 and 31 October 2029, at which point any unconverted notes will be repayable in full, including any accrued interest.

18. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Finance leases |

2025 | 2024 |

£ | £ |

| Net obligations repayable:

| Within one year | 440,236 |  | 358,472 |  |

| Between one and five years | - |  | 362,212 |  |

440,236 |  | 720,684 |  |

| Company

| Finance leases |

2025 | 2024 |

£ | £ |

| Net obligations repayable:

| Within one year | 440,236 |  | 358,472 |  |

| Between one and five years | - |  | 362,212 |  |

440,236 |  | 720,684 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

18. | LEASING AGREEMENTS - continued

| Finance lease payments represent rental payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years.

| All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 1,520,267 |  | 1,481,602 |  |

| Between one and five years | 5,604,873 |  | 5,687,575 |  |

| In more than five years | 4,762,394 |  | 6,222,286 |  |

11,887,534 |  | 13,391,463 |  |

| Company

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 1,520,267 |  | 1,272,201 |  |

| Between one and five years | 5,604,873 |  | 4,859,575 |  |

| In more than five years | 4,762,394 |  | 5,581,953 |  |

11,887,534 |  | 11,713,729 |  |

| The entity has sublet part of the two properties originally leased from the landlord. The sublease will continue until the expiry of the original lease agreements. The expected income from the subleases is as follows:

|  | 31/12/25 |  | 31/12/24 |  |

|  | £ |  | £ |  |

| Within one year |  | 103,729 |  | - |  |

| Between one and five years |  | 443,971 |  | - |  |

| In more than five years |  | 621,266 |  | - |  |

|  | 1,168,966 |  | - |  |

19. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Finance leases | 440,236 |  | 720,684 |  | 440,236 |  | 720,684 |  |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

20. | PROVISIONS FOR LIABILITIES

| Group and Company |  | Dilapidation provision | Rent provision |  | Total |  |

|  | £ | £ |  | £ |  |

| Balance at 1st January 2025 |  | 238,870 | 87,319 |  | 337,015 |  |

| Additions during the year |  | 32,273 |  | 32,273 |  |

| Unwinding of discounted amount |  | 47,895 | - |  | 47,895 |  |

| Balance at 31st December 2025 |  | 319,038 | 87,319 |  | 406,357 |  |

| Due to the Groups' trading activities amendments to the properties which are leased will likely incur dilapidation expenditure. The leases have expiry dates ranging from 2027 to 2036, so costs could be incurred throughout this period.

| The uncertainties around this provision are disputes, the potential lease break clauses as well as extensions to existing leases.

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid |  |

| Number: |  | Class: |  | Nominal |  | 31/12/25 |  | 31/12/24 |

|  | value |  | £ |  | £ |

| 11,905,618 |  | Ordinary A |  | £1 |  | 11,905,618 |  | 11,905,618 |

| 950 |  | Ordinary B |  | £0.01 |  |  | 10 |

| 4,621,895 |  | Ordinary C |  | £1 |  | 4,621,895 |  | 4,621,895 |

| 2,500,000 |  | Ordinary D |  | £0.80 |  | 2,000,000 |  | 2,000,000 |

| Total |  |  | 18,527,513 |  | 18,527,523 |

| All of the above classes of shares carry full voting rights and full rights to receive dividends.

| The 950 ordinary B shares of £0.01 each, paid up to £9.50 were cancelled on 17 February 2025.

| The rights of the shares are stated in the Articles of Association which were adopted on 17 February 2025.

22. | RESERVES

| Group

| Retained |  | Share |  | Other |

| earnings |  | premium |  | reserves |  | Totals

£ | £ | £ | £ |

| At 1st January 2025 | (16,019,205 | ) | 1,423,963 |  | 264,298 |  | (14,330,944 | ) |

| Deficit for the year | (1,253,535 | ) | (1,253,535 | ) |

| At 31st December 2025 | (17,272,740 | ) | 1,423,963 |  | 264,298 |  | (15,584,479 | ) |

| GYMFINITY KIDS LIMITED (REGISTERED NUMBER: 10375476) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2025

22. | RESERVES - continued

| Company

| Retained |  | Share |  | Other |

| earnings |  | premium |  | reserves |  | Totals

£ | £ | £ | £ |

| At 1st January 2025 | (15,453,739 | ) | 1,423,963 |  | 264,298 |  | (13,765,478 | ) |

| Deficit for the year | (1,175,926 | ) | (1,175,926 | ) |

| At 31st December 2025 | (16,629,665 | ) | 1,423,963 |  | 264,298 |  | (14,941,404 | ) |

| The other reserve represents the equity component of the convertible loan notes. The loan notes are repayable or convertible to equity in 2029. The interest rate varies from 12% to 15% on the loan notes.

23. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| During the year the company was charged £378,062 (2024: £307,769) for management services to companies in which directors of the company have significant influence in control. At the balance sheet date, a balance of £17,643 (2024: £23,915) was due to related parties.

| Additionally during the prior year the company obtained loans from connected parties amounting to £90,000. Interest is charged at 15% and the capital plus accrued interest was repaid in February 2025.

24. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is not known.

| As no shareholder holds more than 25% of the ordinary share capital, no one party is considered to have control.