GYMFINITY KIDS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

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

DIRECTORS:

A Bellamy

J De Bruin

J H Richmond-Watson

P W D Roberts

B W Scurrah

Ms M J Reynolds

P D Kirwin

REGISTERED OFFICE:

Unit B, First Floor

Stadium MK

Stadium West

Milton Keynes

Buckinghamshire

MK1 1ST

REGISTERED NUMBER:

10375476 (England and Wales)

AUDITORS:

HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

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

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

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.

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

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.

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.

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

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

)

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

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

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

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

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

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

)

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.