TOTAL GYMNASTICS ACADEMIES LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST DECEMBER 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Income and Retained Earnings

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTORS:

Mrs E K Allen

J De Bruin

Ms M J Reynolds

B W Scurrah

P D Kirwin

REGISTERED OFFICE:

Unit B, First Floor

Stadium Way West

Milton Keynes

Buckinghamshire

MK41 1ST

REGISTERED NUMBER:

08334784 (England and Wales)

SENIOR STATUTORY AUDITOR:

Alberto Di Lorenzo FCA

AUDITORS:

HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

The directors present their report with the financial statements of the company 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.

Mrs E K Allen

J De Bruin

Ms M J Reynolds

B W Scurrah

P D Kirwin

CONSOLIDATION OF TRADE

All the assets and liabilities of the company were hived up at the start of the current financial year to the ultimate parent company, Gymfinity Limited, via an intercompany account.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he 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 company'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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

P D Kirwin - Director

7th July 2026

Opinion

We have audited the financial statements of Total Gymnastics Academies Limited (the 'company') for the year ended 31st December 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2025 and of its 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 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 directors are responsible for the other information. The other information comprises the information in 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, 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 pertaining to the assessment and evaluation of potential fixed asset impairment indicators, fixed asset dilapidation estimates and deferred tax recognition.

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

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

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 collusions.

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

Use of our report

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

Alberto Di Lorenzo FCA (Senior Statutory Auditor)

for and on behalf of HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

7th July 2026

TURNOVER

-

1,766,861

Cost of sales

-

745,904

GROSS PROFIT

-

1,020,957

Administrative expenses

200,664

1,004,750

(200,664

)

16,207

Interest payable and similar expenses

-

8,404

(LOSS)/PROFIT BEFORE TAXATION

5

(200,664

)

7,803

Tax on (loss)/profit

-

236,097

LOSS FOR THE FINANCIAL YEAR

(200,664

)

(228,294

)

Retained earnings at beginning of year

200,664

428,958

RETAINED EARNINGS AT END OF YEAR

-

200,664

FIXED ASSETS

Intangible assets

7

-

3,863

Tangible assets

8

-

531,064

-

534,927

CURRENT ASSETS

Stocks

-

7,813

Debtors

9

1

175,096

Cash and cash equivalents

-

10,118

1

193,027

CREDITORS

Amounts falling due within one year

10

-

435,072

NET CURRENT ASSETS/(LIABILITIES)

1

(242,045

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1

292,882

CREDITORS

Amounts falling due after more than one year

11

-

(55,490

)

PROVISIONS FOR LIABILITIES

-

(36,727

)

NET ASSETS

1

200,665

CAPITAL AND RESERVES

Called up share capital

13

1

1

Retained earnings

-

200,664

SHAREHOLDERS' FUNDS

1

200,665

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

1.	STATUTORY INFORMATION

Total Gymnastics Academies Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" 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.

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.

Critical judgements in applying the Company's accounting policies

The directors do not consider there to be any critical accounting judgements that must be applied.

Key accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The directors do not consider there to be any estimates or assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year.

Turnover

Turnover is derived from the provision of sports and leisure facilities for children in the United Kingdom. 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.

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:

Software 10 years

Amortisation is charged when the asset is brought in use.

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

10% straight line

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.

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.

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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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.

Hire purchase and leasing commitments

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 assets 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 leas 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 leases asset are consumed.

Pension costs and other post-retirement benefits

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.

Finance costs and borrowing costs

Finance costs are charged to the Income Statement 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.

Borrowing costs are recognized in the Income Statement in the year with they are incurred.

Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Income Statement in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - 45 ).

4.	EXCEPTIONAL ITEMS

2025

2024

£

£

Exceptional items

(200,664

)

-

During the year, the assets and liabilities on the balance sheet were hived up to the ultimate parent company, Gymfinity Kids Limited. The net of these transfers has been recognised in the intercompany account.

5.	(LOSS)/PROFIT BEFORE TAXATION

The loss (2024 - profit) is stated after charging:

2025

2024

£

£

Depreciation - owned assets

-

86,896

Computer software amortisation

-

3,713

6.	GOING CONCERN

The trade and assets were hived up to Gymfinity Kids Limited during the financial year. The company will continue for the foreseeable future without generating any income or incurring any costs.

Accordingly, the company continues to adopt the going concern basis of accounting in preparing the accounts.

7.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1st January 2025

36,166

Reclassification/transfer

(36,166

)

At 31st December 2025

-

AMORTISATION

At 1st January 2025

32,303

Reclassification/transfer

(32,303

)

At 31st December 2025

-

NET BOOK VALUE

At 31st December 2025

-

At 31st December 2024

3,863

8.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

Computer

leasehold

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1st January 2025

790,610

28,793

45,494

30,117

895,014

Reclassification/transfer

(790,610

)

(28,793

)

(45,494

)

(30,117

)

(895,014

)

At 31st December 2025

-

-

-

-

-

DEPRECIATION

At 1st January 2025

296,011

28,218

15,005

24,716

363,950

Reclassification/transfer

(296,011

)

(28,218

)

(15,005

)

(24,716

)

(363,950

)

At 31st December 2025

-

-

-

-

-

NET BOOK VALUE

At 31st December 2025

-

-

-

-

-

At 31st December 2024

494,599

575

30,489

5,401

531,064

During the year the fixed assets were transferred to the ultimate parent company, Gymfinity Kids Limited.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

-

73,768

Amounts owed by group undertakings

1

-

Other debtors

-

70,271

Prepayments

-

31,057

1

175,096

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

-

151,885

Amounts owed to group undertakings

-

102,013

Social security and other taxes

-

36,035

Other creditors

-

3,399

Accruals and deferred income

-

141,740

-

435,072

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Trade creditors

-

55,490

12.	LEASING AGREEMENTS

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases is £Nil (2024: £1,677,825). The operating leases are recognised in the ultimate parent company, Gymfinity Kids Limited.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary share of £1 each

1

1

1

14.	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.

During the prior year, the company received marketing services from a related party amounting to £Nil (2024: £28,541), a company owned by one of the directors. As of the year end, an amount of £Nil (2024: £3,528) owed to them.

15.	ULTIMATE CONTROLLING PARTY

The controlling party is Total Gymnastics Limited.

The ultimate parent company at the balance sheet date was Gymfinity Kids Limited, a company registered in

England. Their registered office is Unit B, First Floor, Stadium Way West, Milton Keynes, England, MK1 1ST.

Copies of the financial statements of Gymfinity Kids Limited are available from Companies House.