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ANNUAL REPORT
AND ACCOUNTS
2025
The Gym Group plc
HIGH VALUE,
LOW COST
GYM FACILITIES
WHO WE ARE
The Gym Group is the original
provider of high value,
low cost gym facilities in
the UK. We offer 24/7, no
contract gym memberships
deliveringgreat value-for-
money for all our members.
For more information go to:
www.tggplc.com
Overview
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
2025 HIGHLIGHTS
OVERVIEW
01 2025 Highlights
02 Introduction to our Business
STRATEGIC REPORT
06 Chair of the Board’s Statement
07 Chief Executive’s Review
10 Market Review
12 Next Chapter Growth Plan
14 Progress Against the Next
Chapter Growth Plan
20 Key Performance Indicators
22 Financial Review
30 Sustainability Report
38 Task Force on Climate-Related
Financial Disclosures
42 Managing Risk
53 Non-Financial and
Sustainability Information
GOVERNANCE
54 Introduction from the
Chair of the Board
55 At a Glance
56 Board of Directors
58 Executive Committee
59 Corporate Governance
Statement
64 Section 172 Statement
67 Nomination Committee Report
71 Audit and Risk Committee
Report
75 Sustainability Committee
Report
77 Remuneration Committee
Report
88 Directors’ Report
91 Directors’ Responsibility
Statement
FINANCIAL STATEMENTS
92 Independent Auditor’s Report
102 Consolidated Statement
of Comprehensive Income
103 Consolidated Statement
of Financial Position
104 Consolidated Statement
of Changes in Equity
105 Consolidated Cash Flow
Statement
106 Notes to the Consolidated
Financial Statements
135 Company Statement of
Financial Position
136 Company Statement of
Changes in Equity
137 Notes to the Company
Financial Statements
OTHER INFORMATION
142 Five Year Record
143 Definition of Non-Statutory
Measures
144 Corporate Information
Overview
BUSINESS AND OPERATIONAL
y Next Chapter growth plan delivering; sustained pricing opportunity
supporting yield growth, plus advantaged, labour-light business
model, delivering strong growth in site performance
y Continued momentum in Return on Invested Capital (‘ROIC’) of
Mature Gym Sites at 27% (2024: 25%); ROIC increases to 30% after
excluding 13 workforce-dependent gyms
3
y Continued high levels of member engagement and satisfaction;
94% of members rate The Gym Group 4 or 5/5 for overall
satisfaction; member visits 4+ times a month up 150bps
y 16 new sites in 2025, contributing to Run Rate EBITDA Less
Normalised Rent
1
of c.£65m. 37 gyms now trading in new, enhanced
format and performing well with positive member feedback
y Employee engagement score maintained at 9/10, with an
88% completion rate; continue to rank in top 5%
4
of consumer
servicesbusinesses
1 See page 143 for definition and cross-reference to reconciliation to statutory measure
asappropriate.
2 Free Cash Flow for FY24 has been restated to reallocate £2.6m of Technology and Data
spend from Expansionary Capital Expenditure to Maintenance Capital Expenditure to bring
it into line with the presentation of Technology and Data spend in FY25.
3 Sites with a workforce index of more than 120 (workforce population/residential adult
population *100), without car parking or a significant student population.
4 Based on companies included in the Peakon benchmark. Peakon is software developed by
Workday that is designed to gather, analyse and improve employee sentiment.
Revenue
£244.9m
2024: £226.3m
Free Cash Flow
2
£38.3m
2024: £34.9m
Statutory Profit for the Year
£7.4m
2024: £4.4m
Return on Invested Capital
27%
2024: 25%
Group Adjusted EBITDA
Less Normalised Rent
£56.7m
2024: £47.7m
Non-Property Net Debt
£59.3m
2024: £61.3m
FINANCIAL
1
CONTENTS
See Progress Against the NextChapter
Growth Plan onpages 14 to 19.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OTHER INFORMATION
01
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
INTRODUCTION TO OUR BUSINESS
We focus on operating high
value, low cost gyms that
have widespread appeal.
We operate 260 gyms
nationwide and have a
simple, scalable proposition.
We have over 900,000
members and our gyms
havec.70 million visits per
annum and score highly
onmember satisfaction.
OUR PURPOSE
BREAKING DOWN
BARRIERS TO FITNESS
FOR ALL
Existing gyms
2025 openings
We opened 16 new gyms in 2025,
funded from free cash flow. The
gyms are predominantly in urban
residential areas and Greater London.
WHAT WE DO
Overview
260
Gyms
923,000
Members
£25.64
Average price
Note: All figures correct as at 31 December 2025. Average
price relates to Standard monthly membership headline rate in
December 2025. Standard membership is a monthly membership
for one specific home gym.
02
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
By taking a data-driven and tech-enabled approach to growth, and leveraging the benefits of scale, our strategy is to
grow sustainably from free cash flow and deliver strong returns for shareholders.
The framework of our Next Chapter growth plan is three components – firstly to ‘Strengthen the Core’ of our business
to increase returns from the existing estate. This funds the second part of the plan to ‘Accelerate Rollout of Quality Sites’,
in turn creating optionality to thirdly ‘Broaden our Growth’ as we develop our proposition into new channels, new
adjacencies and/or new markets.
HOW WE DRIVE GROWTH
HOW WE DELIVER
Robust and
growing
market
Low cost
model taking
share
Winning
proposition
and advantaged
business model
Multiple
growth drivers
Generating
higher free
cash flow
…to reinvest
in high quality
new site
expansion
Data-driven
and
tech-enabled
y We provide a market-leading,
high value, low cost gym
experience to drive growth in our
membershipbase.
y We have significant advantages
from our scale-efficient model:
optimising operations, technology,
brand and marketing.
y We are accelerating new gym
openings funded from free cash
flow, and with scale, driving
strong financial returns to
enablereinvestment and drive
further growth.
Sustained growth from free cash flow
WHAT WE DELIVER
See the Next Chapter Growth Plan on
pages 12 to 13 for more information.
Drive like-for-
like revenue and
generatecash
Create funds
for future
growth options
Broaden
our Growth
Accelerate
Rollout of
Quality Sites
Strengthen
the Core
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OTHER INFORMATION
03
EMPLOYEES
Our employees are the driving force behind our purpose and growth.
We are a people-first business and consider our unique team and culture
to be a vital part of our strategy.
INTRODUCTION TO OUR BUSINESS CONTINUED
HOW WE CREATE VALUE
FOR OUR STAKEHOLDERS
Overview
9/10
Employee engagement score
maintained
(2024: 9/10)
We create long term sustainable value for
all our stakeholders. A successful working
relationship with our stakeholders is key
to our operating model.
MEMBER PROPOSITION
Free
Group exercise classes
No
contract
Friendly,
helpful staff
and access to
personal trainers
Market-leading
low price membership
High quality
gym equipment and
exercise facilities
Highly rated app
Average rating 4.6/5
Flexible membership
options
with Ultimate, Standard,
Off-peak, Student and
Saver
24/7
access and
unlimited training
Convenient
locations
55% of UK population live
within 15 minutes’ drive of
at least one of our gyms
5%
ranking in consumer services
businesses for overall engagement
1
MEMBERS
Satisfied members are what makes our gyms successful, and they
inspire us every day with their achievements. They are the best
indicator that we are delivering on our purpose of breaking down
barriers to fitness for all.
1 Based on companies included in the Peakon benchmark. Peakon is software developed by Workday
that is designed to gather, analyse and improve employee sentiment.
2 Return on Invested Capital of Mature Gym Sites. See page 143 for definition.
94%
of members rating
The Gym Group 4 or 5 out of 5
for overall satisfaction
High levels of member engagement
and satisfaction sustained
Top
04
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
High quality gyms
affordingaccess to 55%
ofthe UK population
260
INVESTORS COMMUNITIES
Our investors provide capital for
growth, whilst providing challenge
and feedback on our business
model and plans for the future.
Improving Return on
InvestedCapital
2
(2024: 25%)
27%
Being a valuable part of the
communities in which we operate is
hugely important to us. Providing
safe and affordable facilities to
exercise creates Social Value for the
communities around our gyms.
First fitness operator globally
to have net zero targets
validated by SBTi
ENVIRONMENT
We are committed to finding
new opportunities to improve
our environmental performance,
including on our pathway to net zero
carbon emissions. Sustainability
has always been at the core of
ourbusiness.
LEADING TO
SUSTAINABLE
LONG TERM
GROWTH
£1bn
Social Value
1
delivered in 2025
5.3p
Strong growth in Adjusted
Fully Diluted EPS
(2024: 2.9p)
1 Social Value is a measure of the value we
are creating through regular exercise in
the communities in which we operate. It is
derived using a model created by Sheffield
Hallam University and used extensively by
Sport England, local authorities and the UK
Government.
See the Sustainability Report
on pages 30 to 37 for more
information.
Other stakeholders include lending banks,
suppliers and Government and regulators.
More information on our work during the year
with these stakeholder groups can be found in
the Section 172 Statement on pages 64 to 66.
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT
05
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OTHER INFORMATIONFINANCIAL STATEMENTS
CHAIR OF THE BOARD’S STATEMENT
Strategic Report
The Next Chapter growth plan is delivering
results that support reinvestment as well as
capital returns.
Market Environment Remains Supportive For Growth
UK gym penetration reached new peaks in 2025, and there
is plenty of further headroom given penetration levels in
other developed markets. Gen Z, for whom fitness is a way
of life, is driving demand. As more people pursue managed
weight loss, the role of gyms in improving strength, muscle
mass and overall health will be a key driver of future
growth. The Group is well placed to benefit. See the Market
Review on pages 10 to 11 for more details.
Strategy Delivering Positive Member Satisfaction
Our Next Chapter Growth Plan is underpinned by measures
to drive like-for-like growth and enhance the perceived value
of our proposition. At the core of our strategy is delivering
an excellent in-gym member experience at low cost.
An important development over the past year has been
the evolution of our gym format with a fresh, compelling
design for new sites, which is also being retro-fitted in
existing sites as part of our refurbishment cycle. In my
regular visits to our gyms, I can see how well our members
and our fitness teams are responding to this new look.
Our Facilities teams continue to do a brilliant job which
supports continuing strength in customer satisfaction and
visit frequency. See Progress Against the Next Chapter
Growth Plan on pages 14 to 19 for more details.
Accelerating Self-Funded Growth
The strong performance of new sites, as well as sustained
like-for-like revenue growth, drove an excellent uplift in 2025
profits, ahead of market expectations. We opened 16 sites
in 2025, a step-up from the 12 opened in 2024, and plan a
further acceleration to at least 20 sites in the coming year.
We will increase investment in the next phase of the plan:
completing our current IT programme, stepping up refits
and accelerating openings over the next three years. We
now expect to open around 75 high quality sites in that
period, funded through free cash flow, and targeting the
significant white space opportunity.
Strong Cash Flow Supports Capital Return
This disciplined, self-funded approach to growth
has enabled the Board to agree to return capital to
shareholders, while maintaining financial flexibility.
Consistent with the Group’s capital allocation policy,
surplus financing capacity has supported a share buyback
programme of up to £10m, which is expected to be
completed by the end of 2026.
Sustainability Embedded in our Strategy
Sustainability is integral to our purpose of breaking down
barriers to fitness. Regular exercise delivers clear physical
and mental benefits, and our Social Value measure
reached record levels in 2025 as visit frequency increased.
We continue to lead in ESG: we secured a second Gold
RoSPA award for health and safety, retained IIP Gold
accreditation for Wellbeing and achieved Disability
Confident Leader certification. Our partnership with
NHS Charities Together remains important for our teams;
we raised £144,500 for the charity in 2025. See the
Sustainability Report on pages 30 to 37 for more details.
Experienced Team Delivering Results
In May 2025, we welcomed Tamsin Todd as a Non-
Executive Director. Tamsin brings extensive consumer and
technology experience and serves on the Audit and Risk,
Remuneration, Nomination and Sustainability Committees.
I thank our leadership team and all colleagues for
their commitment and performance in 2025. With a
compelling proposition, a self-funded growth plan and
strong leadership, the Board is confident the Group is well
positioned to deliver sustainable growth.
John Treharne
Chair of the Board
11 March 2026
STRATEGY DELIVERING
“ Our Next Chapter growth plan provides a robust
platform to maximise the growth potential of the
expanding gym market.”
John Treharne | Chair of the Board
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
06
CHIEF EXECUTIVE’S REVIEW
Strategic Report
The Gym Group leadership team is focused
on delivering sustained growth. A winning
high value, low cost proposition, delivered
by an advantaged business model, in a health
and fitness market with structural growth
tailwinds, means we are well positioned to
build on our progress to date.
The second year of our Next Chapter growth plan has
resulted in further strong growth in all of our key financial
metrics. Group Adjusted EBITDA Less Normalised Rent
increased 19% to £56.7m and Free Cash Flow was up 10%
to £38.3m, £33.9m of which we reinvested in expansionary
capital expenditure to generate further growth.
Next Chapter Recap
Our Next Chapter growth plan is focused on delivering
sustained growth from free cash flow in the highly robust
market for health and fitness, within which the high value,
low cost gym sector is showing particularly strong growth.
The first strategic priority of this growth plan is always
to ‘Strengthen the Core’ of our existing business, driving
like-for-like growth to increase returns from the mature
estate and deliver our medium term target of 30% ROIC in
our mature sites. ‘Strengthen the Core’ includes pricing and
revenue management, cost-effective member acquisition
and improving member retention.
The second part of the plan is to ‘Accelerate Rollout of Quality
Sites’. From our original target of opening 50 high quality,
high returning sites over three years, we have upgraded our
expansion plan to c.75 sites over the next three years.
MOMENTUM CONTINUING
“ This has been another year of strong progress for
the Group, exceeding both our own and the market’s
expectations. Our Next Chapter growth plan is
delivering, and we see significant opportunities
ahead in a market with structural growth tailwinds.
The resulting momentum has produced a strong
profit outturn in 2025 and we have made a good
start to 2026. These results are a testament to the
hard work of our expert teams, who are committed
to delivering for our members and our investors.”
Will Orr | Chief Executive Officer
We will continue to target a hurdle rate of 30% ROIC and
fund this programme from free cash flow.
The third part of the plan is to ‘Broaden our Growth’, which
involves using our surplus cash flow to invest for growth in
new channels, new adjacencies and/or new markets. We
have now rolled out a partnership with leading corporate
wellness platform, Wellhub, after a successful trial,
giving us access to an incremental source of demand via
major corporate employers. We continue to explore new
opportunities to drive future growth.
Further details on the Next Chapter growth plan can be
found on pages 12 to 13.
Improving our Already Winning Format
Health and fitness is increasingly prioritised by Gen Z,
who rank this category as first or second priority for their
discretionary spend according to our Gen Z Fitness Pulse
Report. This cohort formed 44% of our average members in
2025 and, according to our report, 73% of them exercise at
least twice a week. Our 24/7, high value, conveniently located
gyms meet their needs at an average headline rate in
December 2025 for a Standard membership of just £25.64.
As at the end of February 2026, we have 999,000 members,
up 8% since last year end. The proportion of members
visiting 4+ times per month has increased by 150bps.
This remains a core KPI as more members visiting more
frequently builds habits and improves retention, leading to
revenue growth as well as an increase in the Social Value
1
we create. In 2025, we created £1bn of Social Value, up from
£962m in 2024. See the Sustainability Report on pages 30
to 37 for more details.
1 The Social Value Model created by Sheffield Hallam University focuses on member participation and the health benefits of regular exercise. It calculates the
financial value resulting from reduced GP visits, enhanced life satisfaction, personal development and the growth of social and community connections.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
07
CHIEF EXECUTIVE’S REVIEW CONTINUED
Strategic Report
Customer satisfaction measures show that our proposition
continues to deliver for our members. Our value for money
score has been maintained at 7.9 and the Simon-Kucher
Price/Value map, which plots the perceived value we
provide relative to the price members pay, continues to
show that our members value our proposition more highly
than the price they pay.
We have made significant progress in driving value
perception and will make further strides in 2026 as we
open more new sites in our elevated, more premium design
format, which is receiving very positive customer feedback.
By the end of 2025, 37 gyms were trading in this format
which includes the 16 new sites opened in the year, as well
as a number of existing sites which were retrofitted with
key elements of the design funded from our maintenance
capital expenditure budget.
Investing in Data and Technology
As well as investing in our gyms, we have stepped up
investment in our major technology and data platforms
to support our proposition. In 2025, we commenced
a programme to replace and upgrade our member
management and payment systems. This introduces a new
set of market-leading business and member capabilities,
accelerating the pace of innovation and creating a
step change in operational performance, scalability
and efficiency when it comes to delivering tech-enabled
strategic initiatives. For example, the new systems will
enable us to implement innovations such as a member
referral programme and new member retention strategies,
and improve payment failure rates.
This is a phased programme over 2025 and 2026, using
tested technology, and we expect these developments to
support the already strong progress we are seeing from
the Next Chapter growth plan.
Strengthening the Core Drives Mature Site ROIC
We delivered a key measure of success for the ‘Strengthen
the Core’ programme in FY24, by achieving our original
target of a four-point ROIC improvement in mature sites
well ahead of time. Accordingly, we increased our medium
term target to 30% ROIC and are on track to deliver this.
In FY25, Mature Site ROIC was 27%; (30% excluding the 13
workforce-dependent gyms
1
); this compares with 25% in
FY24 and 21% in FY23.
Our aim was to deliver like-for-like growth ahead of cost
inflation, driving yield whilst maintaining like-for-like volume.
Yield improvements are driven by higher headline rates
for new members, repricing of the existing member base
and more cost-effective promotional activity. Our average
headline price for a Standard membership in December
2025 was £25.64, up 4% year on year, and we also grew
average revenue per member per month (‘ARPMM’) 4%
to£21.60.
The headline price gap with key competitors has remained
broadly constant while that gap versus the mid-market
has continued to widen, as our advantaged business model
has enabled us to mitigate site cost pressures.
Across our revenue management and customer acquisition
activity, we deploy comprehensive data analysis and
rigorous AB testing. This enables us to optimise the pricing
opportunity, whilst minimising the natural volume attrition
that arises from competition. The maturing of our off-peak
pricing proposition has helped to support member retention
and, together with other initiatives around member
engagement and rejoiner activity, we have seen further
progress in average member tenure in 2025. Like-for-like
membership volumes have remained stable year on year.
Further details on our progress in 2025 can be found in
Progress Against the Next Chapter Growth Plan on pages
14 to 19.
Accelerating 3 Year Rollout from 50 toc.75Sites
Our Next Chapter growth plan targets an accelerating
rollout of high quality sites, delivering 30% ROIC and funded
from free cash flow. Our analysis confirms that significant
white space opportunity exists within the UK as the gym
market continues to grow and our stronger site returns open
up more potential locations for The Gym Group.
We opened 16 new gyms in 2025, at the top end of
our guidance of 14-16 openings, with a busy opening
programme in December, ahead of the January trading
peak. The Run Rate EBITDA Less Normalised Rent of all
sites open at 31 December 2025 is expected to be c.£65m
when all sites reach maturity.
In 2025, we developed and refined the new elevated site
format, building on our existing format strengths and
establishing a fresh, compelling, contemporary design.
This has been applied to all new gyms and a scalable,
cost-effective model has been developed for refurbishing
the existing estate within our existing maintenance capital
expenditure budgets.
Accelerating rollout
c.75
new openings
targeted over the next three years
ROIC on mature sites in 2025
27%
(30% after excluding 13 workforce-
dependent gyms
1
)
1 Sites with a workforce index of more than 120 (workforce population/residential adult population *100), without car parking or a significant student population.
Members visiting 4+ times a month
+150bps
in 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
08
1 Current Company-compiled analysts’ forecast range is £59.6m to £60.7m. Consensus forecasts are published on The Gym Group corporate website and may be
found at www.tggplc.com.
Our site design activity operates in tandem with ongoing
cost efficiency projects to refine the operating model,
optimise energy usage and innovate on build cost
management. We are also incorporating smart value
engineering, such as utilising the exposed shell of the
gym and darker paintwork which requires less frequent
maintenance. These enhancements further underpin our
confidence that new sites will continue to deliver average
ROIC of c.30%, in line with our plan.
As well as enhanced site design, we have continued to
refine the approach to launching our new gyms. This is
resulting in a more rapid ramping up of member volumes,
so that these sites could potentially mature more rapidly
than previous openings.
In 2026, we expect to open at least 20 new sites and have
confirmed our intention to accelerate our expansion plan
to c.75 sites over the coming three years, maintaining our
hurdle rate of 30% ROIC. We have a strong site pipeline,
and although we expect openings to continue to be back-
end weighted, we will aim to smooth the opening schedule
as much as possible. We expect a good proportion of
new sites will open in the Greater London area, where
returns remain very attractive, but also see opportunities
nationwide to expand into new trade areas. We are also
testing new formats that can work in different types of
location, such as a smaller format gym in Hendon; a large
20,000 sq ft ‘destination’ gym in Norwich; and a smaller
catchment location in Midsomer Norton.
Alongside our new sites, we will roll out further the
refurbishment of our existing sites, prioritising those
sites where data analysis has identified the most
headroom opportunity on membership. We will use these
refurbishments as an opportunity to ‘re-market’ these
locations, maximising the local opportunity.
We expect to have at least 70 sites operating in the
new format by the end of 2026 and the programme of
expansion and investment will continue to be funded from
free cash flow.
Further details of our rollout activity in 2025 can be found
in Progress Against the Next Chapter Growth Plan on
pages 14 to 19.
Broadening our Growth via New Channel
With headroom on both mature site performance and
accelerating site rollout, most of our focus has been in
those two parts of the Next Chapter growth plan. We
have, however, continued to assess a number of options
tobroaden our medium term sources of growth.
One area we have begun to develop is new channels,
withthe aim of reaching incremental sources of
customerdemand.
The Gym Group already has a number of corporate
partners, providing high value, low cost gym access to their
employees, and is growing this revenue stream.
To accelerate this, we piloted a partnership with Wellhub,
a B2B2C health and fitness channel accessing more than
1.5 million employees across 400+ UK employers. The pilot
initially involved 190 of our gyms and demonstrated clear
evidence of incremental demand, so has now been rolled
out across the estate.
We will continue to assess opportunities for further growth
in new channels, new adjacencies and/or new markets.
Summary and Outlook
The Gym Group has a winning high value, low cost
proposition with an advantaged business model, that
is well placed to thrive in the growing health and fitness
market. We have a clear strategy and our Next Chapter
growth plan is delivering excellent progress in profitability.
We have achieved our targeted returns on mature sites
well ahead of our expectations and our new sites are
performing strongly. The strong trading performance
continues to provide confidence that the Group’s business
model and strategy is delivering, which has encouraged us
to accelerate our three year site opening programme.
There remain multiple further opportunities to drive
growth within our mature estate through yield and
revenue management, customer acquisition and retention.
Together with initiatives to support volume through
new channels and targeting headroom opportunity in
refurbished sites, this activity should allow us to deliver
like-for-like revenue growth that will offset inflationary
cost pressures. Our accelerated expansion programme
and reinvestment in mature sites, as well as our technology
platforms, will continue to be funded from free cash flow.
In light of these strong results and outlook for the Group,
the Board determined, in January 2026, that there was
surplus financing capacity and therefore authorised a
share buyback of up to £10m, to be completed by the year
end. This is consistent with our capital allocation policy.
The momentum has continued into 2026, with trading in
the first two months of the new financial year continuing
to be strong. FY26 Group Adjusted EBITDA Less Normalised
Rent is expected to be at the top end of the analysts’
forecast range
1
. Further details on the FY26 financial
guidance can be found in the Financial Review.
Finally, we would not have delivered these excellent results
without the efforts of our fantastic team. I am delighted to
work with a group of committed, expert people who have
worked hard to deliver a great performance in 2025, and a
strong start to 2026.
Will Orr
Chief Executive Officer
11 March 2026
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
09
MARKET REVIEW
Strategic Report
ROBUST AND
GROWING
UK GYM MARKET
UK demand for gyms continued
to grow strongly, with overall
gym penetration reaching a new
high. Our position as a leading
operator in the low cost gym
segment provides a strong
platform to capture growth
from structural tailwinds.
The UK macro consumer environment has somewhat
stabilised compared to previous years, with easing
inflationary pressure supporting some minor
improvements in real household incomes and
consumer sentiment. However, overall demand and
confidence remain suppressed, reflecting the impact
of higher interest rates and uncertainty over economic
growth and labour market resilience. Discretionary
spending has remained subdued, with households
continuing to prioritise essentials.
Despite these challenges, health and fitness demand
remains robust. Consumers continue to view exercise
as an essential, and this has supported resilient
demand for gym membership. Overall UK gym market
penetration (% of population with a gym membership)
has increased from 15.9% in 2024 to 16.6% in 2025.
Value for money remains a critical factor in consumer
decision-making – an area where The Gym Group is in
a leading position.
As a leading UK low cost, nationwide, 24/7 gym operator,
with an average headline rate of a Standard membership
of £25.64 in December 2025, The Gym Group is well
positioned to attract and retain members. This includes
those trading down from premium and mid-market gyms,
as well as first-time gym-goers drawn by affordability,
accessibility and growing healthawareness.
Consumer Demand
16.6%
UK Gym Market Penetration
1
(2024: 15.9%)
The health and fitness market in the UK has shown
structural growth for over a decade and continued
to grow in 2025, reaching a market size of £6.5bn and
an estimated 11.3 million gym members (c. 16.6% of the
population). This is a continuation of a consistent long
run growth trend, with market size growing by 4.1%
CAGR 2012-25, and members growing by 3.1% CAGR
across the same period.
A significant proportion of that growth has been
driven by low cost gyms, which account for 15.2% of
the market value (up from 1.7% in 2012) and 28.4% of
the membership (up from 4.1% in 2012), according to
data from State of the UK Fitness Industry Report 2025
published by Leisure DB.
In this trading environment, the benefit of economies
of scale, competitive pricing and a highly cost-
efficient operating model enabled us to strengthen
our position further as a market leader with 16 new
sites opened in 2025.
Growing UK Gym Market
1 Source: Leisure DB State of the UK Fitness Industry reports –
as of 31 March each year.
2 Adjusted low cost sector: 2025 numbers as reported by Leisure DB.
2024 removes Coach Gym, easyGym, Foundry Gym, Lifestyle Fitness,
Revolution Fitness, Vitality Health & Fitness; 2023 removes these
operators plus GymFit4Less and I-Motion Gym; 2022 removes these
operators plus énergie Fitness, TruGym and ActiveFitness; 2012
removes easyGym, Fitness4Less, Lifestyle Fitness and TruGym.
£6.5bn
Total UK Gym Market Size
1
4.1% CAGR 2012-25
11.3m
Total UK Gym Members
1
3.1% CAGR 2012-25
Gym Penetration
1,2
(% of population)
Change
2012-2025
+ 4.5 pptsTotal
Rest of
Market
Low cost
+ 4.2ppts
+0.3 ppts
0.5%
2025
11.9%
4.7%
16.6%
2024
11.4%
4.5%
15.9%
2023
11.0%10.8%
4.1%
3.8%
15.1%
14.6%
2012 2022
11.6%
12.1%
Low cost share of market (% of members)
4%
28%
+24 ppts
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
10
Gen Z continues to be a key driver of growth for our
business. In 2025, they accounted for 44% of The
Gym Group’s average members, compared to only 19%
of the UK population. This generation has high and
growing fitness engagement, and they prioritise fitness
and mental health within their discretionary spending.
Strength training is key for them, and the gym has
become a place to socialise and build connections.
This high level of engagement and spend is driving
positive tailwinds for the gym industry, particularly for
high value, low cost gyms, and supports our view that
there is significant growth potential in the UK market.
Our new site designs have been created with Gen Z
in mind, giving a more ‘on-trend’ look and feel, and
providing shared spaces for socialising and hero
zones for social media content.
Importance of Gen Z
Sources: The Gym Group’s Gen Z Fitness Pulse Report 2025 and The Gym
Group internal data.
CONTINUED TREND
Over 2 million people in the UK were estimated to be
using GLP-1
1
weight loss medications during 2025.
A survey conducted in January 2026 showed that 39%
of personal trainers working in our gyms are currently
working with at least one client using GLP-1s, up from
24% in June 2025. This trend is likely to continue, as
current barriers to adoption (NHS capacity, supply
shortages and high prices) are expected to ease in
coming years.
Clinical studies show that GLP-1 users achieve a 15%
weight loss over 12 months
2
, though a significant
proportion of weight lost is lean body mass, which
can have negative implications for long term health.
Clinical guidance therefore recommends resistance
training and higher protein intake to preserve muscle
and bone mass both during and after medication
cycles. As GLP-1 adoption increases, demand for
strength training is expected to rise, supporting
gym participation. In the US, where uptake is more
advanced, gym membership and usage have
continued to grow, with 30% of GLP-1 users increasing
their spend on exercise, according to a PwC study
3
.
Increasing Usage
of GLP-1 Medications
NEW TREND
1 IQVIA (Healthcare analytics).
2 GLP-1 medications and muscle mass preservation – Implications
and recommendations for the health and fitness sector – UK Active
Research Institute and Les Mills.
3 From molecules to milestones: reinventing for the future of weight
loss drugs – PwC.
2 million
People in the UK were
estimated to be using GLP-1
1
medications during 2025
A PwC market study published in February 2024,
assessed the current total market capacity for low
cost gyms to be between 1,350 and 1,600 gyms,
suggesting additional growth potential in the market
of 600-850 gyms.
This headroom assessment highlights the continued
expansion potential of the low cost market driven
by a combination of increased consumer demand,
expansion in the wider health and fitness market
and low cost gyms entering smaller catchment areas.
At recent rates of site expansion by all low cost gym
operators, the analysis suggests there is scope for a
decade or more of further growth.
Site Headroom Potential
Source: PwC market study, February 2024.
As at
Jan 24
As at
Jan 19
As at
Feb 15
As at
Jan 13
756
654
301
159
1,200-1,400
1,350-1,600
900-1,000
600-750
Additional
headroom
450-600 600-700 500-750 600-850
Existing gyms
Low cost market potential
(total)
Total Low Cost Market Potential
In Summary
High value, low cost fitness is a winning
proposition in the growing part of a growing
market. With this strong foundation in
place, we are executing a clear Next Chapter
growth plan to grow revenues, membership
and quality new sites, with significant white
space opportunity in the UK. We will take a
disciplined, data-driven and returns focused
approach to this growth, to grow sustainably
for the benefit of shareholders.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
11
NEXT CHAPTER GROWTH PLAN
Strategic Report
Our investment case is to deliver sustained
growth from free cash flow in the robust
and growing health and fitness market; and
the Next Chapter growth plan is how we are
delivering this.
This growth plan has three strategic priorities, the first
of which is to ‘Strengthen the Core’ of our business:
driving like-for-like growth to increase returns from the
existing estate and generating cash flow to fund the
second priority ‘Accelerate Rollout of Quality Sites’. The
combination of mature and new site cash generation
creates optionality for the third strategic priority which is
to ‘Broaden our Growth’ into new channels, new adjacencies
and/or new markets. All of this is underpinned by data-
driven decision-making utilising our technologyplatforms.
The Next Chapter Growth Plan aims to Create
Significant Value for Shareholders
Our initiatives under ‘Strengthen the Core’ have delivered
strong like-for-like revenue growth to date – underpinned
by both membership and yield increases. This growth
is expected to offset like-for-like cost increases which,
combined with tight control of Central Support Office
costs, will drive sustained profit and cash generation,
including sustaining maintenance capital expenditure
at c.6% of revenue. Profit growth and free cash flow
generation will support and fund the disciplined opening
ofc.75 new sites over the next three years.
Strengthen the Core
Under our plan to ‘Strengthen the Core’, we identified a
number of growth drivers that are delivering increased
returns in our existing estate and underpin the attractive
returns we continue to drive from our new sites.
The key initiatives under this plan fall into three categories:
y Pricing and Revenue Management;
y Member Acquisition; and
y Member Retention.
Each of these categories are driving like-for-like growth
in our mature estate, delivering a strong improvement in
returns in both 2024 and 2025. Further information about
the initiatives under each of these categories and the
progress we have made in 2025 is set out on pages 14 to 16.
Accelerate Rollout of Quality Sites
Our market is continuing to enjoy structural growth and is
benefiting from tailwinds such as the higher importance
placed by Gen Z on health and fitness and the increasing
prevalence of weight loss treatments (GLP-1s). The Market
Review section on pages 10 to 11 highlights some of
thesefactors.
As part of the Next Chapter growth plan, we originally
set out a three year plan to open 50 sites funded from
free cash flow delivering ROIC of 30%. In January 2026,
we confirmed our intention to accelerate this programme
to add c.75 sites over the coming three years. We intend
to continue testing sites both slightly smaller and
slightly larger than our typical footprint of 10-15k sq
ft, maintaining our disciplined site selection to deliver
our target 30% returns. Further information about the
progress we have made in 2025 is set out on pages 17 to 18.
Drive like-for-
like revenue and
generatecash
Create funds
for future
growth options
Broaden
our Growth
Accelerate
Rollout of
Quality Sites
Strengthen
the Core
Data-driven and tech-enabled
Strategic Priorities
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
12
Broaden our Growth
The successful execution of the first two components of
the Next Chapter growth plan will create further options to
‘Broaden our Growth’. We have initiated a new channel, via
our partnership with Wellhub, a leading corporate wellness
platform, which gives us access to a significant cohort of
incremental new members.
We continue to make a strategic assessment of medium
term growth options which may include:
y further developments to our existing proposition;
y format innovation;
y alternative channels to market; and
y introducing new adjacent revenue streams to
complement our existing business.
Further information about the progress we have made in
2025 is set out on page 19.
Principal Risk
Description
Controls and Mitigations Strategic Link
Operational
Gearing
Trading
Environment
IT
Dependency
Ongoing estate expansion
increases fixed commitments
through new site leases. This
limits the actions available
to offset any shortfall in
membership performance.
Ongoing economic and
geopolitical uncertainty,
alongside pressure on
consumer finances, may
affect members’ ability or
willingness to maintain a gym
membership and influence
overall demand.
Our ability to enrol and
support members, process
payments, deliver online
marketing and manage
gym access is reliant on the
availability and performance
of our IT systems.
y Financial Planning and Modelling
y Trading Management and Oversight
y Group and Site-level
PerformanceMonitoring
y Cost and Cash Management
y Financial Planning and Modelling
y Trading Management and Oversight
y Cost and Cash Management
y Competitive Pricing Position and
Competition Monitoring
y Specialist Hosting
andInfrastructure
y Data Back-ups and Resilience
y Disaster Recovery and Business
Continuity Plans
y Platform Capacity and
PerformanceTesting
Strengthen the Core
Accelerate Rollout
ofQuality Sites
Strengthen the Core
Accelerate Rollout
ofQuality Sites
Strengthen the Core
Accelerate Rollout
ofQuality Sites
Broaden our Growth
See Managing Risk on pages
42 to 52 for more information.
The principal risks relating to the Next Chapter growth plan are as follows:
Risk Direction
vs Prior Year
Risk Direction
vs Prior Year
Risk Direction
vs Prior Year
1
1 The Board believes that this risk has increased as a result of the work we are currently undertaking to replace and upgrade our member management and
payment systems. This project is expected to complete in 2026, at which time we expect the IT Dependency risk to start to trend back downwards.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
13
PROGRESS AGAINST THE NEXT CHAPTER GROWTH PLAN
Strategic Report
STRENGTHEN
THE CORE
We aim to drive like-for-like growth
in our mature estate through
the levers of our Strengthen the
Core programme, which include
Pricing and Revenue Management;
improved Member Acquisition;
and driving Member Retention.
Todate this has delivered a strong
improvement in the returns from our
mature sites. We achieved our mid
term target ROIC of 25% in year one
of the plan, from a base of 21%, and
have delivered further progress in
2025 to 27% on like-for-like revenue
growth of 3%.
1 Based on all sites open as at 31 December 2022.
PRICING AND
REVENUE
MANAGEMENT
y Data-driven pricing strategy and promotional activity
drove increased yield but maintained value positioning
vs low cost peers.
y Value gap to mid-market widening (now c.60%) as
labour-light model supports cost advantage.
y ARPMM up 4%, with Value for Money perception
maintained at 7.9 and continued strength in
customer satisfaction.
y Off-peak now maturing at c.14% of mix, in line with
expectations – makes pricing accessible and protects
volume whilst optimising pricing on our Standard and
Ultimate memberships.
+3%
Promotional Optimisation
Test and innovate to optimise ROI of promotions and
target site level activity
Three-Tier Pricing Management
Revenue optimisation focus across price architecture,
growth in Saver/Pay upfront options
Pricing Innovation
+27% ARPMM from members buying new Guest Pass
and Multi-Site add-ons
New Member Pricing
Continued to increase new member prices while
remaining cheaper than competition in competing sites
DE-RISK DECISION-MAKING THROUGH
ANALYTICS AND AB TESTING
Like-for-like revenue growth
1
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
14
Perceived value
High
Low
Perceived price
Low High
Low cost
gym sector
Position on the chart
continues to indicate
room for all major low cost
brands to increase prices
while still delivering great
value for money
Simon-Kucher Price/Value Map (Latest View Aug 2025)
Source: Simon-Kucher Pricing Surveys, July-August 2023, 2024 & 2025.
Dec 25Dec 24Dec 23
£25.64
£24.53
£23.16
+£1.11
1 Simon-Kucher, 2025 customer survey (updated August 2025).
Unprompted awareness near our gyms
2
2025 H22025 H12024
31%
28%
23%
+33%
2 YouGov Data. % All survey respondents age 18-44 within 3m of a TGG gym
(calculated by TGG). Data not collected monthly.
VALUE FOR MONEY SCORES MAINTAINED
IN 2025, DESPITE INCREASING PRICES
CONTINUED OPPORTUNITY TO PRICE
AHEAD OF INFLATION
TGG Headline rate
STRENGTHENING OUR BRAND
y More distinctive
tone of voice
y Modernised
visual identity
y Updated
digital assets
y New gym design
y Increasing
memorability
18-44 target audience within 3 miles of a The Gym Group gym
Several changes to improve appeal and memorability … … helping to grow brand awareness
GROWTH IN BRAND AWARENESS
Across our customer acquisition activity we deploy
comprehensive data analysis and rigorous AB testing to
improve the returns on our marketing investment. We are
focusing on improving conversion rates and driving lifetime
value to maximise the revenue opportunity. Activity to date
has delivered improved brand awareness within a three
mile radius of each of our gyms and further improvement
in our web conversion rates.
MEMBER
ACQUISITION
+5%
web traffic conversion rate vs 2024
7.9
Value for money score maintained
1
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
15
PROGRESS AGAINST THE NEXT CHAPTER GROWTH PLAN CONTINUED
Strategic Report
The activity under our Strengthen
the Core programme has delivered
like-for-like revenue growth and
a step change in the returns we
achieve on our mature gyms.
ROIC IN MATURE SITES 2023–25
1
EBITDA LNR as percentage of initial invested capital
2025
27%
2024
25%
2023
21%
2025
30%
Excl. 13
Workforce
2
gyms
1 Refer to Definition of Non-Statutory Measures on page 143.
2 Sites with a workforce index of more than 120 (workforce population/
residential adult population *100), without car parking or a significant
student population. Estate consists of 202 organic mature gyms,
30 acquired gyms, 28 maturing gyms.
STRENGTHEN
THE CORE
CONTINUED
Sustainability in Action:
Kickstarting the Journey
to Health and Fitness
Our Kickstart sessions were rebranded to increase
uptake of introductory sessions and support long term
member retention. These free, 30 minute,
one-to-one consultations connect new members
with a fitness expert during their first visits, helping
them feel confident from day one.
Each session offers personalised guidance on
equipment use, workout optimisation and individual
goals, removing barriers that can make the gym feel
intimidating. Since the rebrand, Kickstart bookings
have increased by 9%, allowing teams to provide more
hands-on support and improving long term retention.
As one member shared:
“When I joined The Gym Group, a trainer offered
me a Kickstart session. I had no previous gym
experience, and the Kickstart really helped me.
With her support, I went from confused to
confident in the gym.”
Emily | The Gym Group Carlisle
The nature of our no contract membership means that
relatively high rates of churn are built into our model;
a significant proportion of new members are rejoiners.
Much of our focus has been on early life engagement
with new members to build a fitness habit. We have also
begun to identify further opportunities through Customer
Relationship Management (‘CRM’) and development of our
well-used app to re-engage existing and former members.
Our average member tenure has increased to c.18 months.
Retention Progress through the Member Life Cycle
y Driving early life habits
y In-gym focus on new joiner experience
y Winning back rejoiners
y Longer term membership options
(Savers and pay upfront)
MEMBER RETENTION
DRIVING REVENUE AND ENGAGEMENT
THROUGH THE APP
y Improved lapsed member rejoin journey
y Enhanced add-ons and upgrades channel
y Upgraded digital workout area
y Better personal dashboard driving visits
y More personalised onboarding journey
Average member tenure
c.18months
+10%
increase in active users
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
1616
2024
12
ACCELERATE
ROLLOUT OF
QUALITY SITES
We have stepped up openings over
the period of the Next Chapter
growth plan.
We opened 12 new gyms in 2024
and a further 16 in 2025. We plan
to open at least 20 new gyms in
2026 and have increased our target
over the coming three years to c.75
newgyms.
We intend to maintain our hurdle
rate at 30% ROIC and continue
to fund this expansion from free
cash flow.
2025
16
2028
26-30
2027
24-28
2026
20-22
Loughborough Junction GymSwiss Cottage Gym Sheffield Heeley Gym Norwich Street Briar Gym
ELEVATING OUR SITE EXPERIENCE
Developed with five core principles:
y Build on current strengths and drivers of high
customer satisfaction.
y Evolved look & feel for GenZ; more ‘on trend’
and premium.
y Evolved kit mix for latest trends (e.g. strength training,
booty builder).
y Shared spaces for socialising and hero zones for
social media content.
y Smart cost engineering to reduce costs and
improve returns.
All new sites in 2025 reflect this enhanced design and
havedelivered membership growth well ahead of historic
growth curves.
Additionally, within our established refurbishment
programme we have retrofitted a number of sites with
the new design: in total 37 refurbished and new sites were
trading in this format by December 2025. We are targeting
at least 70 sites to be operating in the new format by the
end of December 2026.
50
Increased rollout target from
c.75
sites over next three years.
NEW SITE TARGETS BY YEAR
c.75 new sites over 3 years
with an average 30% ROIC
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
17
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
17
PROGRESS AGAINST THE NEXT CHAPTER GROWTH PLAN CONTINUED
Strategic Report
ACCELERATE
ROLLOUT OF
QUALITY SITES
CONTINUED
We have continued cost efficiency projects to refine the
operating model, optimise energy usage and innovate
on build cost management. We are also incorporating
smart value engineering, such as utilising the exposed
shell ofthegym and darker paintwork which requires
lessfrequent maintenance.
Sites for refurbishment will be prioritised on the basis of
new headroom analysis per gym which identifies locations
where member volumes appear to be below the potential
opportunity. Our site refurbishments are expected to be
contained within our ongoing maintenance programme,
with capital expenditure continuing at c.6% of revenue.
We continue to drive cost efficiency projects,
enhancing new site returns as well as improving the
performance of mature sites. These include refining
the operating model, optimising energy usage and
innovating in-build cost management.
COST EFFICIENCY PROJECTS
Nottingham City Gym
Newcastle East Gym before
Newcastle East Gym after
Fraser Kennedy | Equipment Development Manager
MANAGING THE COST OF NEW AND
REFURBISHED SITE DESIGN
c.6%
Maintenance Capital Expenditure
of revenue
Sustainability In Action:
Circular Economy – Recycling
and Refurbishing
We have been exploring a range of initiatives designed
to further extend the life span of our equipment and
maintain condition in a sustainable and efficient
way. Central to this is the new ‘smart’ process for
on-site repairs and part replacements, where donor
components are refurbished off site and then installed
with minimal disruption on site. This circular approach
reduces waste, limits environmental impact and avoids
unnecessary gym closures by keeping equipment in
service longer. It also creates a continuous cycle of
refurbished parts across the existing estate. We have
plans to expand this approach in 2026.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
18
BROADEN OUR GROWTH
With headroom on both mature site performance and accelerating site
rollout, most of our focus has been in the first two parts of the Next
Chapter growth plan. In the meantime, we have continued to assess a
number of options to broaden out our medium term sources of growth.
We are actively examining further
partnerships to drive additional demand,
for example in the areas of nutrition and/
or weight loss management.
We will continue to investigate adjacent
opportunities for further growth in new
channels and formats; new products and
services; and potential new markets.
Leading corporate wellness platform, Wellhub, connects
employees across its UK client base providing access to
The Gym Group’s locations as part of their workplace
wellness benefits. Wellhub has over 400 corporate clients in
the UK, including major retail and financial services brands,
with a reach of more than 1.5 million employees. After
testing the Wellhub proposition in 190 sites, and confirming
incremental demand in line with our expectation, it has now
been rolled out across the estate.
NEW CHANNEL: WELLHUB
IT INVESTMENT PROGRAMME
In 2025, we commenced a programme of investment
in our major technology and data platforms. This is
focused on introducing a new set of market-leading
business and member capabilities, accelerating the
pace of innovation and creating a step change in
operational performance, scalability and efficiency.
We will be introducing new member management
and payment capabilities, and the implementation
has been staged over 2025 and 2026 to minimise
any risks as we transition to new systems. We expect
these developments to accelerate the already
strong progress we are seeing from the Next Chapter
Growth Plan.
DATA-DRIVEN AND
TECH-ENABLED
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
19
2025
2024
2023
2022
2021 17.60
17.82
19.50
20.81
21.60
718
821
850
891
9232025
2024
2023
2022
2021
202
229
233
245
2602025
2024
2023
2022
2021
2025
2024
2023
2022
2021 7. 6
8.4
8.5
9.0
9.0
2025
2024
2023
2022
2021 35.3%
48.8%
52.2%
53.1%
54.6%
ANOTHER YEAR OF STRONG PROGRESS
KEY PERFORMANCE INDICATORS
Strategic Report
Total Number of Gyms
We use a number of non-financial and financial KPIs to measure our performance over time.
We select KPIs that demonstrate the operational and financial performance underpinning our
strategic goals.
Definition
Number of gyms open at the end of the year.
Link to strategic goals
Accelerate Rollout of Quality Sites
2025 performance
We opened 16 new gyms during 2025 and closed one, taking the total number
of gyms at 31 December 2025 to 260. We continue to focus our opening
programme on Greater London and urban residential areas where we have
historically seen the best returns.
+15 sites
Total Number of Members (‘000)
Definition
Total gym memberships at the end of the year.
Link to strategic goals
Strengthen the Core – Member Acquisition
Strengthen the Core – Member Retention
Accelerate Rollout of Quality Sites
2025 performance
We closed the year with 923,000 members, an increase of 4% year on year.
The increase reflects the full year impact of sites opened in 2024 as well as
the incremental volume from new sites opened in 2025. See the Financial
Review on pages 22 to 29 for further details.
Average Revenue per Member per Month
(‘ARPMM’) £
1
Definition
Revenue divided by the average number of members divided by the number
of months in the period.
Link to strategic goals
Strengthen the Core – Pricing and Revenue Management
2025 performance
ARPMM increased by 4% in 2025, driven by an increase in the average headline
price of a Standard membership of £1.11 as well as some selective repricing of the
membership base. See the Financial Review on pages 22 to 29 for further details.
+4%
+4%
Members that Visit 4+ Times in a Month (%)
2
Definition
The percentage of total members that have visited the gym four or more
times in a month calculated as a rolling 12 month average. See footnote 2
below for more details.
Link to strategic goals
Strengthen the Core – Member Retention
2025 performance
The percentage of members visiting the gym 4+ times per month has increased
again in 2025, demonstrating that members continue to get significant value
from their gym membership. Research shows that people who visit the gyms
4+ times per month are also more likely to continue their membership and gain
significant health benefits from it which, in turn, drives increased Social Value.
See the Sustainability Report on pages 30 to 37 for further details.
+150bps
Employee Engagement Score
3
Definition
A measure of how committed and enthusiastic employees are about their
work and the organisation.
We use four engagement categories (Engagement, Belief, Loyalty,
Satisfaction) to calculate a score on a 0-10 scale, and all responses are
averaged out to give a score out of 10.
Link to strategic goals
Strengthen the Core
Accelerate Rollout of Quality Sites
Broaden our Growth
2025 performance
In 2025, we maintained our employee engagement score at 9 out of 10,
with an 88% completion rate. As a result, we continue to rank in the top 5%
of the Peakon benchmark within the consumer services businesses for
overall engagement.
Maintained
NON-FINANCIAL
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
20
2025
2024
2023
2022
2021 106.0
172.9
204.0
226.3
244.9 2025
2024
2023
2022
2021 7.74x
2.0x
1.72x
1.29x
1.04x
2025
2024
2023
2022
2021 5.7
38.0
38.5
47.7
56.7 2025
2024
2023
2022
2021 20%
22%
21%
25%
27%
2025
2024
2023
2022
2021 1.1
15.1
25.7
34.9
38.3
Revenue £m
+8%
Definition
Revenue is generated from membership fees, non-refundable joining fees,
rental income from personal trainers and other ancillary services, including
the sale of goods through vending machines, advertising through the use
of media screens and the sale of day memberships.
Link to strategic goals
Strengthen the Core – Pricing and Revenue Management
Strengthen the Core – Member Acquisition
Strengthen the Core – Member Retention
Accelerate Rollout of Quality Sites
2025 performance
Revenue for the year increased by 8%, with average members up 4% to
945,000 (2024: 906,000) and ARPMM up 4% (see Non-financial KPIs). Like-
for-like revenue grew 3% year on year.
Group Adjusted EBITDA Less Normalised Rent £m
+19%
Definition
Operating Profit before depreciation, amortisation, long term employee
incentive costs and non-underlying items, and after deducting Normalised
Rent. Normalised Rent is the contractual rent payable, recognised in the
monthly period to which it relates.
See page 25 for a reconciliation to Operating Profit.
Link to strategic goals
Strengthen the Core – Pricing and Revenue Management
Strengthen the Core – Member Acquisition
Strengthen the Core – Member Retention
Accelerate Rollout of Quality Sites
2025 performance
Group Adjusted EBITDA Less Normalised Rent increased by 19% in the year
as a result of continued strong trading performance and tight control of
operating costs.
Free Cash Flow £m
4
+10%
Definition
Group Adjusted EBITDA Less Normalised Rent and movement in working
capital, less maintenance capital expenditure, cash non-underlying items,
bank and non-property lease interest and tax.
See Note 24 to the consolidated financial statements for a reconciliation
to Net Cash Inflow From Operating Activities.
Link to strategic goals
Strengthen the Core – Pricing and Revenue Management
Strengthen the Core – Member Acquisition
Strengthen the Core – Member Retention
Accelerate Rollout of Quality Sites
2025 performance
Free Cash Flow increased by 10% to £38.3m, reflecting the strong
tradingperformance.
Improved by 0.25x
Definition
Non-Property Net Debt as a proportion of Group Adjusted EBITDA Less
Normalised Rent.
Non-Property Net Debt is defined as bank and non-property lease debt less
cash and cash equivalents and is the leverage measure used in the Group’s
banking covenants.
Link to strategic goals
Strengthen the Core – Pricing and Revenue Management
Strengthen the Core – Member Acquisition
Strengthen the Core – Member Retention
Accelerate Rollout of Quality Sites
2025 performance
Adjusted Leverage fell again in 2025, reflecting the improved trading
performance and disciplined site rollout.
Adjusted Leverage x
Return on Invested Capital (‘ROIC’) (%)
1
+200bps
Definition
Group Adjusted EBITDA Less Normalised Rent contributed by mature sites,
divided by total capital initially invested in the mature sites (after capital
contributions and rent free amounts). Mature sites are defined as those sites
that have been open for 24 months or more at the period end and exclude
acquisition sites.
See page 142 for the number of mature sites and Group Adjusted EBITDA Less
Normalised Rent contributed by mature sites.
Link to strategic goals
Strengthen the Core – Pricing and Revenue Management
Strengthen the Core – Member Acquisition
Strengthen the Core – Member Retention
Accelerate Rollout of Quality Sites
2025 performance
ROIC contributed by mature sites increased by 200bps in the year as a result
of continued strong delivery against the ‘Strengthen the Core’ element of our
Next Chapter growth plan.
See the Financial Review on
pages 22 to 29 for further details.
1 In order to provide better year on year comparability for ARPMM and ROIC,
the figure presented for 2021 has been adjusted to exclude the impact of UK
Government-enforced closure periods as a result of the Covid-19 pandemic.
2 The figures for 4+ visits for 2024 and earlier have been restated to include
like-for-like sites only and to exclude Saver members, members on freeze
and members who have joined in a gym’s pre-opening period to ensure
comparability across periods. Further adjustments and restatements may
occur in 2026 as we continue to refine this KPI.
3 In 2023, we changed the way we measure employee engagement. We
partnered with Peakon, an engagement specialist, and adopted a more
accurate and comprehensive approach using a 0-10 scale rating system,
moving away from a percentage score. Due to the change in methodology,
a precise comparison to 2022 and 2021 cannot be made. These are
therefore included for indicative purposes only.
4 Free Cash Flow for 2024 and earlier has been restated to reallocate a
proportion of Technology and Data spend from Expansionary capital
expenditure to Maintenance capital expenditure to bring it into line with the
presentation of Technology and Data spend in 2025.
FINANCIAL
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
21
FINANCIAL REVIEW
Strategic Report
A YEAR OF STRONG
PERFORMANCE
Profit Before Tax
£ 7. 4 m
2024: £2.5m
Free Cash Flow
1,2
£38.3m
2024: £34.9m
Non-Property Net Debt
1
£59.3m
2024: £61.3m
1 Non-statutory measures are defined in the ‘Definition of Non-Statutory Measures’ section on page 143.
2 Free Cash Flow for FY24 has been restated to reallocate £2.6m of Technology and Data spend from Expansionary capital expenditure to Maintenance capital
expenditure to bring it into line with the presentation of Technology and Data spend in FY25.
“We have built on last year’s momentum, delivering
another year of strong performance with further
progress across all of our key financial measures.”
Luke Tait | Chief Financial Officer
Presentation of Results
This Financial Review uses a combination of statutory and non-statutory measures to discuss performance in the
year. The definitions of the non-statutory key performance indicators can be found in the ‘Definition of Non-Statutory
Measures’ section on page 143.
To assist stakeholders in understanding the financial performance of the Group, aid comparability between years and
provide a clearer link between the Financial Review and the Consolidated Financial Statements, we have adopted a three-
column format for presenting the Consolidated Statement of Comprehensive Income in which we separately disclose
underlying trading and non-underlying items.
Non-underlying items are income or expenses that are material by their size and/or nature and are not considered to be
incurred in the normal course of business. They are classified as non-underlying items on the face of the Consolidated
Statement of Comprehensive Income within their relevant category. Further information about what has been included in
non-underlying items can be found in Note 8 to the Consolidated Financial Statements.
Summary Financial Information
1
Year ended
31 December 2025
Year ended
31 December 2024 Movement
Total Number of Gyms at Year End 260 245 +6%
Total Number of Members at Year End (‘000) 923 891 +4%
Revenue (£m) 244.9 226.3 +8%
Group Adjusted EBITDA (£m) 98.9 87.3 +13%
Group Adjusted EBITDA Less Normalised Rent (£m) 56.7 47.7 +19%
Adjusted Profit before Tax (£m) 10.6 3.6 +194%
Statutory Profit before Tax (£m) 7.4 2.5 +196%
Statutory Profit after Tax (£m) 7.4 4.4 +68%
Net Cash Inflow from Operating Activities (£m) 102.3 95.1 +8%
Free Cash Flow
2
(£m) 38.3 34.9 +10%
Non-Property Net Debt (£m) (as at year end) (59.3) (61.3) Reduced by £2.0m
Adjusted Leverage 1.0 1.3 Down by 0.3x
Return on Invested Capital (‘ROIC’) on Mature Sites 27% 25% +2 ppts
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
22
Results for the Year
Year ended 31 December 2025 Year ended 31 December 2024
Underlying
result
£m
Non-
underlying
items
(Note 8)
£m
Total
£m
Underlying
result
£m
Non-
underlying
items
(Note 8)
£m
Total
£m
Revenue 244.9 – 244.9 226.3 – 226.3
Cost of sales (2.9) – (2.9) (2.9) – (2.9)
Gross profit 242.0 – 242.0 223.4 – 223.4
Other income – – – 0.1 – 0.1
Operating expenses (before depreciation,
amortisation and impairment) (148.6) (2.1) (150.7) (139.6) (0.4) (140.0)
Depreciation, amortisation and impairment (62.4) (0.9) (63.3) (60.1) (0.5) (60.6)
Operating profit 31.0 (3.0) 28.0 23.8 (0.9) 22.9
Finance costs (20.9) (0.2) (21.1) (20.7) (0.2) (20.9)
Finance income 0.5 – 0.5 0.5 – 0.5
Profit before tax 10.6 (3.2) 7.4 3.6 (1.1) 2.5
Tax (charge)/credit (0.7) 0.7 – 1.8 0.1 1.9
Profit for the year attributable
to equity shareholders 9.9 (2.5) 7.4 5.4 (1.0) 4.4
Earnings per share (p)
Basic 5.6 4.2 3.0 2.5
Diluted 5.3 4.0 2.9 2.4
Revenue
Trading in 2025 remained strong, demonstrating the continued resilience of the low cost gym model. Revenue increased
by 8% to £244.9m (2024: £226.3m), reflecting 4% higher average membership numbers throughout the year and a
4% increase in yield.
The average membership number in the year was 945,000 compared with 906,000 in the prior year; and we closed the
year with 923,000 members which was up 4% on 31 December 2024.
The average headline price of a Standard membership increased to £25.64 in December 2025 compared with £24.53 in
December 2024, as a result of higher joining fees and price increases for new members and selective repricing of the
base membership.
As a result, average revenue per member per month (‘ARPMM’) in 2025 was up 4% to £21.60 compared with £20.81 in
2024. The proportion of members taking our premium membership was 29% in December 2025 compared with 30% in
December 2024.
Like-for-like revenue (based on all sites open as at 31 December 2022) increased by 3% year on year.
Cost of Sales
Cost of sales, which includes the costs associated with the generation of ancillary income as well as call centre costs and
payment processing costs, were in line with the prior year at £2.9m (2024: £2.9m).
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
23
Underlying Operating Expenses (before Depreciation, Amortisation and Impairment)
Underlying operating expenses (before depreciation, amortisation and impairment) are made up as follows:
Year ended
31 December 2025
£m
Year ended
31 December 2024
£m
Site costs before Normalised Rent 115.4 109.7
Site Normalised Rent 42.0 39.2
Site costs including Normalised Rent 157.4 148.9
Central Support Office costs 27.7 26.5
Central Support Office Normalised Rent 0.2 0.4
Central Support Office costs including Normalised Rent 27.9 26.9
Share based payments 5.5 3.4
190.8 179.2
Less: Normalised Rent (42.2) (39.6)
Underlying operating expenses
(before depreciation, amortisation and impairment) 148.6 139.6
Site Costs Including Normalised Rent
In 2025, site costs including Normalised Rent increased by 6% to £157.4m (2024: £148.9m). Excluding the impact of new
sites opened in FY24 and FY25, site costs increased by 1%.
The fixed costs associated with running the sites (predominantly business rates and service charges) increased by £3.1m
year on year reflecting the larger estate and increased Uniform Business Rates (‘UBRs’), as well as lower refunds from
historic business rates challenges.
Controllable site costs increased by £2.6m year on year, reflecting the larger estate, higher National Living Wage and
National Insurance costs (impacting both staff costs and cleaning) and a 44% increase in electricity non-commodity
rates in the last quarter. These increases were partially offset by the normalisation of electricity commodity prices and
cost optimisation across a number of cost lines, most notably marketing, energy efficiency, and repairs and maintenance.
Site Normalised Rent, which is defined as the contractual rent payable, recognised in the monthly period to which it
relates, increased by £2.8m in the year, reflecting the larger estate size and rent reviews in the mature estate.
FINANCIAL REVIEW CONTINUED
Strategic Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
24
Central Support Office Costs Including Normalised Rent
Central Support Office costs excluding Normalised Rent increased in the year by £1.2m to £27.7m (2024: £26.5m),
reflecting inflationary pay increases and higher fixed costs (building rates and service charges) associated with the new
head office. However, Central Normalised Rent decreased to £0.2m (2024: £0.4m) as a result of a rent free period on the
new head office.
Share Based Payments
The charge for share based payments (including related employer’s national insurance) in the year amounted to £5.5m
(2024: £3.4m), reflecting continued strong trading performance and share price growth. In addition, the prior year charge
was lower due to delays in granting awards under the 2024 schemes.
In January 2024, the Group established an Employee Benefit Trust (‘EBT’) to purchase shares in order to minimise dilution
associated with the share based payments. During the year, the EBT purchased 1,433,184 shares at a cost of £2.0m (2024:
2,834,928 shares at a cost of £3.5m).
Underlying Depreciation and Amortisation
Underlying depreciation and amortisation charges in the year amounted to £62.4m (2024: £60.1m), made up of £24.4m
(2024: £24.6m) on property, plant and equipment, £31.3m (2024: £29.4m) on right-of-use assets, and £6.7m (2024: £6.1m)
on intangible assets. The increases year on year reflect the larger estate and the continued investment in technology,
partly offset by the impact of the revision of the useful economic life of certain gym and other equipment from 1 January
2025 (see Notes to the Financial Statements on page 110 for further details).
Group Adjusted EBITDA Less Normalised Rent
The Group’s key profit metric is Group Adjusted EBITDA Less Normalised Rent as the Directors believe that this measure
best reflects the underlying profitability of the business. Group Adjusted EBITDA Less Normalised Rent is reconciled to
Operating Profit as follows:
Year ended
31 December 2025
£m
Year ended
31 December 2024
£m
Operating Profit 28.0 22.9
Non-underlying operating items (see page 26) 3.0 0.9
Share based payments 5.5 3.4
Underlying depreciation and amortisation 62.4 60.1
Group Adjusted EBITDA 98.9 87.3
Normalised Rent
1
(42.2) (39.6)
Group Adjusted EBITDA Less Normalised Rent 56.7 47.7
Group Adjusted EBITDA Less Normalised Rent was 19% ahead of the prior year at £56.7m (2024: £47.7m), as the strong
trading and increased revenue continued to be supported by tight control of operating costs. This in turn drove a two
percentage point increase in the Return on Invested Capital (‘ROIC’) of mature sites, increasing from 25% in FY24 to 27%
in FY25 (30% after excluding 13 workforce-dependent gyms
2
).
Underlying Finance Costs
Underlying finance costs increased in the year by £0.2m to £20.9m (2024: £20.7m). The finance costs associated with
our bank borrowings (comprising interest payable and fee amortisation less capitalised interest) decreased by £0.7m
to £4.5m (2024: £5.2m), reflecting the lower average net debt throughout the year and lower interest rates. The weighted
average interest rate applicable to the Group’s bank borrowings during 2025 was 7.1% (2024: 8.2%).
The implied interest relating to the lease liabilities was £16.4m (2024: £15.5m) as the impact of additional property leases
due to the increased estate was partially offset by a reduction in non-property leases.
1 Normalised Rent is the contractual rent payable, recognised in the monthly period to which it relates.
2 Sites with a workforce index of more than 120 (workforce population/residential adult population *100), without car parking or a significant student population.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
25
Non-Underlying Items
Non-underlying items are costs or income which the Directors believe, due to their size or nature, are not the result of
normal operating performance. They are therefore separately disclosed on the face of the Consolidated Statement of
Comprehensive Income to allow a more comparable view of underlying trading performance.
Year ended
31 December 2025
£m
Year ended
31 December 2024
£m
Affecting operating expenses (before depreciation, amortisation
and impairment)
Costs of major strategic projects and investments 2.1 0.2
Restructuring and reorganisation costs (including site closures) – 0.2
2.1 0.4
Affecting depreciation, amortisation and impairment
Impairment of property, plant and equipment, right-of-use assets and
intangible assets 0.8 0.4
Amortisation of business combination intangible assets 0.1 0.1
0.9 0.5
Affecting finance costs
Refinancing costs and remeasurement of borrowings 0.2 0.2
0.2 0.2
Total all non-underlying items before tax 3.2 1.1
Tax on non-underlying items (0.7) (0.1)
Total non-underlying charge in the Consolidated Statement
ofComprehensiveIncome 2.5 1.0
Non-underlying items affecting operating expenses (before depreciation, amortisation and impairment) increased in the
year to £2.1m (2024: £0.4m). The £2.1m reflects the non-capitalisable costs (including £1.1m of employee costs) incurred to
date on the implementation of the new member management and payment systems to replace legacy technology and
introduce market-leading business and member capabilities to further accelerate delivery of our strategic initiatives.
Non-underlying costs affecting depreciation, amortisation and impairment in the year amounted to £0.9m (2024: £0.5m),
of which £0.8m (2024: £0.4m) relates to the partial impairment of four sites (2024: one site). The remaining £0.1m (2024:
£0.1m) relates to the amortisation of business combination intangibles acquired as part of the Lifestyle, easyGym and
Fitness First acquisitions.
Non-underlying items affecting finance costs amounted to £0.2m (2024: £0.2m) and relates to the remeasurement of the
Revolving Credit Facility (‘RCF’) and Term Loan as a result of the amendment and extension of the Group’s banking facilities.
FINANCIAL REVIEW CONTINUED
Strategic Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
26
Taxation
The tax charge for the year was £nil (2024: credit of £1.9m).
Net deferred tax assets recognised at 31 December 2025 amounted to £18.2m (31 December 2024: £18.2m). Deferred tax
assets are recognised in respect of those tax losses and other temporary differences only to the extent it is considered
probable that the assets will be recoverable. This involves an assessment of when those assets are likely to be recovered,
and a judgement as to whether or not there will be sufficient taxable profits available to offset the assets.
A deferred tax asset of £13.6m (2024: £12.1m) has been recognised in respect of trading losses. The trading losses were
incurred as a result of the Covid-19 pandemic and the subsequent cost-of-living crisis, together with the introduction in
March 2021 of the temporary enhanced capital allowances regime (the ‘super-deduction tax break’).
Losses for which no deferred tax asset has been recognised amount to £5.2m (2024: £16.1m), resulting in an unrecognised
deferred tax asset of £1.3m (2024: £4.0m) using a 25% tax rate. There is no time limit for utilising trade losses in the UK. We
expect the deferred tax assets to start to unwind in 2026.
Earnings
As a result of the factors discussed above, the statutory profit before tax was £7.4m (2024: £2.5m) and the statutory profit
after tax was £7.4m (2024: £4.4m).
Adjusted profit before tax is calculated by taking the statutory profit before tax and adding back the non-underlying
items. Adjusted profit before tax in 2025 was £10.6m (2024: £3.6m). Adjusted profit after tax was £9.9m (2024: £5.4m).
The basic and diluted earnings per share was 4.2p and 4.0p respectively (2024: 2.5p and 2.4p), and the adjusted basic and
diluted earnings per share was 5.6p and 5.3p respectively (2024: 3.0p and 2.9p).
Cash Flow
Year ended
31 December 2025
£m
Year ended
31 December 2024
1
£m
Group Adjusted EBITDA Less Normalised Rent 56.7 47.7
Movement in working capital 5.3 8.7
Maintenance capital expenditure (17.3) (14.8)
Free cash flow before non-underlying items, interest and tax 44.7 41.6
Non-underlying items (1.8) (0.9)
Net interest paid (4.6) (5.8)
Taxation – –
Free cash flow
2
38.3 34.9
Expansionary capital expenditure (33.9) (25.2)
Refinancing fees (0.3) (0.8)
Purchase of own shares by EBT (2.0) (3.5)
Net cost of share schemes settlement (0.1) (0.3)
Cash flow before movement in debt 2.0 5.1
Net decrease in non-property lease indebtedness (3.0) (5.6)
Net drawdown of borrowings 1.0 2.0
Net cash flow – 1.5
Free cash flow generated in the year was £38.3m (2024: £34.9m). The increase year on year is due to the strong trading
performance which resulted in £9.0m additional EBITDA Less Normalised Rent. This was partly offset by a return to more
normal levels of working capital inflow. Maintenance capital expenditure also increased in the year by £2.5m to £17.3m,
reflecting the larger estate as well as expenditure on kit enhancements and refurbishments in a number of gyms.
Expansionary capital expenditure in the year amounted to £33.9m (2024: £25.2m) and relates to the fit-out of the 16 new
gyms we opened as well as continued investment in technology and data, including the new member management and
payment capabilities which are expected to go live in 2026.
1 Free Cash Flow for FY24 has been restated to reallocate £2.6m of Technology and Data spend from Expansionary capital expenditure to Maintenance capital
expenditure to bring it into line with the presentation of Technology and Data spend in FY25.
2 A reconciliation of Net Cash Inflow from Operating Activities to Free Cash Flow has been included in Note 24 to the Consolidated Financial Statements.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
27
Balance Sheet and Net Debt
Year ended
31 December 2025
£m
Year ended
31 December 2024
£m
Non-current assets 602.4 573.1
Current assets 13.5 12.5
Current liabilities (88.9) (77.6)
Net current liabilities (75.4) (65.1)
Non-current liabilities (385.3) (376.4)
Net assets 141.7 131.6
Net debt (59.3) (61.3)
At 31 December 2025, non-current assets increased by £29.3m as a result of higher property, plant and equipment and
right-of-use assets predominantly due to the new gyms. Intangible assets also increased as a result of the investments
made to date in the new member management and payment capabilities.
Net current liabilities at 31 December 2025 increased by £10.3m, reflecting higher capital expenditure payables at year
end due to opening seven gyms in December.
Non-current liabilities increased by £8.9m, as the recognition of lease liabilities in relation to new sites more than offset
payments made in relation to existing leases.
As at 31 December 2025, the Group had Non-Property Net Debt of £59.3m (31 December 2024: £61.3m) comprising drawn
facilities of £62.0m and non-property leases of £0.3m, less cash of £3.0m. The Directors believe that this measure of
net debt best reflects the financial health of the business. In addition, it is a key constituent of the Adjusted Leverage
covenant included in the Group’s banking agreement. At 31 December 2025, Adjusted Leverage was 1.0 times (December
2024: 1.3 times), significantly below the banking covenant threshold of 3.0 times; and Fixed Charge Cover was 2.1 times
(December 2024: 1.9 times).
Banking Facilities
On 12 June 2025, the Group agreed a one year extension to the existing bank facilities as well as an increase in the
available RCF facility of £12m. As a result, the Group now has in place a combined £102m facility, consisting of £45m of
Term Loan and £57m of RCF, which is due to mature in June 2028.
Funds borrowed under the facility continue to bear interest at a minimum annual rate of 2.75% above the Sterling
Overnight Index Average (‘SONIA’); and undrawn funds under the RCF continue to bear interest at a minimum annual rate
of 1.1%.
The facilities agreement also continues to be subject to quarterly financial covenant tests on Adjusted Leverage and
Fixed Charge Cover (both terms defined in the ‘Definition of Non-Statutory Measures’ section on page 143). Adjusted
Leverage must not exceed 3.0 times and the Fixed Charge Cover must be greater than 1.5 times.
Terms permit the distribution of surplus cash flow to shareholders.
Capital Allocation Policy
We continue to deliver against our capital allocation policy which prioritises investment in capital expenditure to enhance
and maintain the condition of the estate, with enhancements prioritised by commercial returns. This is followed by
investing free cash flow in organic new site growth, whilst maintaining Adjusted Leverage below 2.0 times. We then retain
the option to return excess capital to shareholders.
The Directors are not proposing a dividend for the current year. However, in January 2026, having established that
sufficient distributable reserves existed, the Board determined that there was surplus financing capacity and, in line with
our capital allocation policy, commenced a share buyback programme of up to £10m. The programme is expected to be
completed by the end of 2026 and will allow for sustained purchasing over a number of months, with execution guided by
a disciplined, strategic framework in order to maximise returns.
FINANCIAL REVIEW CONTINUED
Strategic Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
28
1 Current Company-compiled analysts’ forecast range is £59.6m to £60.7m. Consensus forecasts are published on The Gym Group corporate website and may be
found at www.tggplc.com.
Going Concern
The Board has reviewed the financial plan and downside scenarios of the Group and has a reasonable expectation that
the Group has adequate resources to continue in operational existence for the period to 30 June 2027. As a result, the
Directors continue to adopt the going concern basis in preparing the Consolidated Financial Statements. In making this
assessment, consideration has been given to the current and future expected trading performance; the Group’s current
and forecast liquidity position; and the mitigating actions that can be deployed in the event of reasonable downside
scenarios. Further detail is provided in Note 2 to the Consolidated Financial Statements.
Current Trading and Outlook
Trading in the first two months of the new financial year has remained strong. Revenue after two months has grown by
9% year on year, reflecting a 4% increase in average members and a 5% increase in ARPMM. Like-for-like revenue for the
two months was up 3%, driven largely by price increases implemented in 2025 and early 2026. Membership at the end of
February 2026 was 999,000, up 8% versus the end of 2025.
In 2026, we expect to incur £60-65m in capital expenditure to fund the opening of at least 20 new sites as well as the
continued refurbishment of our mature estate, with all costs continuing to be financed from free cash flow. The investment
in the member management and payment capabilities will also continue in 2026. We have also confirmed our intention to
accelerate our expansion plan to c.75 sites over the coming three years, maintaining our hurdle rate of 30% ROIC.
We expect like-for-like revenue in 2026 to increase by c.3% and like-for-like site costs to increase by 3-4%, whilst Central
Support Office costs as a % of revenue are expected to fall below 11%. The like-for-like site cost increases reflect the
annualisation of higher employment costs and the increased Uniform Business Rates (‘UBRs’) and electricity non-
commodity rates in the second half of 2025. As a result, we expect cost inflation in the first half of 2026 to be higher than
in the second half. FY26 Group Adjusted EBITDA Less Normalised Rent is expected to be at the top end of the analysts’
forecast range
1
.
Luke Tait
Chief Financial Officer
11 March 2026
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
29
Strategic Report
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During the year, we expanded training and development
programmes to support entry, progression and careers in
the sector. We narrowly missed our 60% internal promotion
target for operational staff and will continue working
towards it next year. We are proud to have maintained high
levels of employee engagement and to be placed in the top
5% of the Peakon consumer services benchmark dataset.
We also progressed our ambition to build a more equitable
and inclusive organisation. In 2025, we refined how we
measure and report representation, increased investment
in inclusive leadership development and broadened our
reverse mentoring programme. While progress across our
targets is not yet where we want it to be, we anticipate to
see a change in data, building on our increased investment
and momentum.
Alongside our social priorities, we continued to strengthen
our environmental responsibility. Despite 2025 being
the warmest and sunniest year on record in the United
Kingdom, we reduced our Scope 1 and 2 carbon emissions.
This reduction was driven by continued investment in
energy-efficient technologies, which helped limit increases
in electricity consumption as well as lower UK carbon
emission factors.
Data security remains critical to the resilience of our
business and is supported by a robust approach to data
protection, privacy and governance, alongside a 99.6%
employee GDPR and cybersecurity training completion rate.
Our sustainability strategy is built around supporting
healthy people, healthy communities and a healthy
planet. Its five pillars, shaped by our materiality
assessment and embedded within our strategic
framework, focus our efforts on the most significant
environmental, social and governance impacts and
align with stakeholder priorities.
This report, developed with reference to GRI Standards,
outlines our progress and challenges during the year
and highlights our priorities for 2026.
Good health and wellbeing remain at the heart of our
strategy. Regular movement delivers powerful physical,
mental and social benefits, and this year we continued
to enhance how we support members in building
consistent exercise habits. Sustained participation
continues to generate meaningful Social Value, with
member activity contributing to a year on year increase
in Social Value of 4%.
At the same time, we continued to raise standards
across our estate. We are proud to have secured our
second consecutive RoSPA Gold Award and to have
maintained ISO 45001 accreditation, reflecting the
strong emphasis we place on safety, innovation and
effective collaboration with regulators.
Creating good jobs and clear pathways into fitness
careers is equally central to our impact.
Our mission is rooted in
a clear purpose: to break
down barriers to fitness by
making it more accessible,
inclusive and sustainable.
In 2025, this purpose
continued to guide how
we support our members,
invest in our people and
manage our environmental
impact, while building
a resilient business for
the future.
SUSTAINABILITY REPORT
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
30
31.4% 31.4%
30.9% 29.9%
12.5% 13.8%
Responsibility to the
environment
Near term targets
50% reduction in Scope 1 and 2
emissions by 2030
Reduce Scope 3 emissions
per gym by 55% by 2030
Ensure 25% of suppliers by spend
set science-based targets by 2028
Data security
and privacy
100% GDPR and cybersecurity
training completion rate
Good health and
wellbeing
Increasing the percentage of
members visiting our gyms 4+ times
per month¹
Delivering at least £900m
in Social Value
Equity, diversity and
inclusion
45% female representation across
Gym Support by 2030
35% female representation within
Gym Management by 2030
40% female senior leaders
by 2030
20% leaders of ethnically diverse
origin by 2030
Good jobs and career
opportunities
Supporting 500 people to gain Level 3
Personal Trainer qualification by 2027
2
Achieving a minimum 60% internal
promotion rate by end of 2025
amongst operational staff
Sustainability pillars,
targets and commitments 2024 2025 Key actions
y Refined gender reporting
and metrics,enabling greater
transparency on progress
y Grew leadership skills through the
delivery of Inclusive Leadership
development sessions
y Broadened our reverse mentoring
programme, expanding the diversity
of the roles and lived experiences
represented
Progress
y Enhanced the Accelerate PT
programme to build work-ready
skills and provide paid roles during
training, with 15 achieving their Level 3
qualification in 2025
y Expanded The Gym Group Academy,
supporting 299 Level 3 PTs this year,
with 95 moving into permanent roles
y Upskilled 71 employees through
Emerging Talent programmes to
strengthen the management pipeline
y Redesigned onboarding
communications to drive Kickstart
bookings, with personalised journeys
for new members and re-joiners
y Improved monthly member emails to
increase engagement and support
higher visit frequency
y Launched targeted CRM nudges to
prompt relevant actions based on
member goals and preferences
y Deployed a further 106 voltage
optimisation units to cut energy use
y Engaged with key suppliers on science-
based targets and environmental
performance
y Increased focus on retaining and
repurposing key elements, in
particular, shell finish and mechanical
systems, and new gym fit-outs
y Created data protection hub to
improve access to policies and
guidance for staff
y Appointed an InfoSec Engineer leading
on implementing security controls
105 419
-2.2% -12.4%
-29.3% -32.1%
22.2% 27.0%
53.1% 54.6%
£962m £1bn
98.8% 99.6%
42.3% 40.1%
27.6% 27.1%
34.2% 38.5%
17.9% 17.9%
Key
Achieved
Not achieved
On track Not on track
No change
1 The figure for 4+ visits for 2024 has been restated to include off-peak and
student memberships.
2 Revised target year from 2030 to 2027 driven by strong programme uptake.
58.1% 59.3%
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
31
Accident and incident rates per million visits,
2021 to 2025
60
50
40
30
20
10
0
2021 2022 2023 2024 2025
57
36
45
37
48
32
46
28
45
27
Sustainability in
Action: First Response
When David, a long standing member of
The Gym Group Huddersfield, suddenly
collapsed in the free weights area,
members quickly alerted employees.
Jodie, General Manager, called 999
while Alex, Assistant General Manager,
brought the defibrillator and began
CPR immediately. The on-site
defibrillator delivered two shocks before
paramedics arrived.
Reflecting on the experience, Alex said,
“When David collapsed, I went into
autopilot; you never know how you’re
going to respond in situations like this,
but I was able to lean into my first aid
qualification and health and safety
training which I regularly undertake
with The Gym Group”. Jodie continued,
“We came together as a team to take
control of the situation, calling 999 and
evacuating the gym to make the space
as comfortable as possible for David.”
David shared, “I am incredibly grateful
for Jodie and Alex’s response, which
saved my life. With the team’s support, I
am hoping to return to the gym in 2026.”
Joey Franco | Head of Health & Safety
Strategic Report
SUSTAINABILITY REPORT CONTINUED
GOOD HEALTH
AND WELLBEING
We believe that by helping people move
more, we not only enhance resilience but also
generate positive social and economic value.
Link to
the SDGs
Accreditations
&Affiliations
Central to this mission is our commitment to creating and
maintaining safe, supportive environments where every
member feels confident and empowered to pursue their
wellbeing goals.
Measuring Social Impact
We are delighted to have been able to increase the Social
Value generated by our members to £1bn through higher
membership and participation rates. 54.6% of members
visited our gyms more than 4 times per month. Following an
enhancement to the Social Value model¹, we will in future be
able to distinguish between the Social Value generated by
our members’ regular exercise within and outside our gyms,
and calculate the Social Value attributable solely to in-gym
activity. We will therefore rebase our reporting to reflect
in-gym activity only. Using this methodology, Social Value
increased by 6.5% year on year, reaching £567m in 2025.
Our partnership with NHS Charities Together drove
increased fundraising, boosted member engagement
through the TGG Games, and inspired an increase of over
75% in employee volunteering hours.
Driving Safety and Operational Excellence
at our Gyms
Protecting the health and safety of our members and
teams remains a top priority and we continue to adhere
to all regulatory and industry standards, holding ISO
45001 accreditation for occupational health and safety
management since 2023. In 2025, we secured the
prestigious RoSPA Gold Award for the second consecutive
year, providing clear recognition of our commitment to
delivering a safe, high quality member experience. Our
industry-leading standards continue to drive improvement,
with greater awareness and compliance reducing our
health and safety audit failure rate from 5% in 2024 to just
2% in 2025.
We maintain a zero-tolerance approach to all forms
of harassment and are committed to providing a safe,
respectful and inclusive workplace for all which is
underpinned by our Dignity at The Gym Group policy.
Building on this foundation, we are enhancing our sexual
harassment risk assessment to further strengthen
our preventative measures in line with the updated
Employment Rights Act 2025.
In addition, we are streamlining reporting channels to
improve transparency and provide clearer insight into
incidents and their severity.
Accidental Rate PMV Incident Rate PMV
The 2024 incident rate was re-based due to reporting lag, with some incidents
recorded after prior cut-offs.
1 For further information on the social value model see www.tggplc.com.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
32
GOOD JOBS
AND CAREER
OPPORTUNITIES
Accreditations
&Affiliations
Supporting our people into meaningful fitness
careers through accessible development
opportunities, clear progression pathways
and high quality education remains essential
to our success, enabling everyone to be their
personal best.
Link to
the SDGs
Careers Into Fitness
The Gym Group Academy
In 2024, we launched a six month pilot with two CIMSPA
Enhanced Status training providers, creating a more
accessible path for members to gain their Level 3 Personal
Trainer qualification. Demand was strong, and the pilot
quickly strengthened our Fitness Trainer pipeline.
Building on this success and supported by stronger
communications with our gym members, marketing and
partnerships with training providers, The Gym Group
Academy continued to expand in 2025. The pilot also
highlighted the value of our in-house PT Mentors, who
support participants to progress more quickly through
their training.
Cumulatively since launch, the Academy alone has
delivered 444 registrations and supported 319 new
Level 3 PTs, with 112 moving into permanent roles.
Retentionhas remained strong, with 94% of trainees
staying in role during their first 90 days, highlighting
its effectiveness in helping trainees build their personal
training business. We are also seeing encouraging growth
in female representation, with women accounting for 45%
of registrations and 48% progressing into permanent
employment in 2025, reinforcing our commitment to
broadening access to meaningful careers in fitness.
Accelerate PT
Our Accelerate PT framework continues to provide a
structured pathway for job seekers entering the fitness
industry. Through a Sector-Based Work Academy
Programme focused on employability skills and an earn-
while-you-learn model, participants receive a supported
route to achieving a Level 3 qualification. In 2025, three
cohorts completed the programme, with 88% achieving
their qualification and 93% securing permanent roles
within our gyms.
Together, these programmes continue to accelerate
progress toward our commitment to support 500 people
to gain a Level 3 Personal Trainer qualification by 2027.
Building Capability
We strengthened our operational management pipelines
through Emerging Talent development programmes
for Assistant General Managers, Fitness Managers and
Fitness Trainers, building skills including sales, stakeholder
management and member service. In 2025, four cohorts
with a total of 71 participants were delivered, with strong
progression outcomes, including a 39% promotion
rate for management graduates and 17% for Fitness
Trainerdelegates.
Alongside these programmes, we continued to invest in
targeted development to support performance at all
levels. For senior leaders, this included the introduction of
Spotlight, a programme grounded in sports psychology
and focused on high performance and the ability to
perform under pressure. This was followed by targeted
coaching to deepen inclusive leadership capability.
Sustainability in
Action: From Gym
Member to
Team Member
Carolanne, a member of our gym since
2018, recently successfully graduated
from our TGG Academy and is now
working as a Fitness Trainer at
Glasgow City:
“I decided to become a personal trainer
after experiencing first-hand the positive
impact training had on my physical,
emotional- and mental wellbeing as a
member of The Gym Group.
What began as a personal journey soon
grew into a passion for expanding my
knowledge and helping others achieve
their fitness goals and improve their
quality of life.
The course was incredibly informative
and further motivated me to pursue
personal training as a career. I’m loving
the role and feel empowered supporting
others on their fitness journeys, while
also building confidence in my
own abilities.”
Carolanne Galea | Glasgow City
The Gym Group Academy,
2025 graduate
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
33
Strategic Report
SUSTAINABILITY REPORT CONTINUED
EQUITY, DIVERSITY
AND INCLUSION
Our equity, diversity and inclusion (‘EDI’)
priorities in 2025 focused on strengthening
inclusive leadership capability and
embedding equity and inclusion more deeply
across our organisational culture, supporting
everyone to be their personal best.
Advancing our Commitments
Our diversity pledges continue to strengthen visibility
and accountability in our approach to gender and ethnic
representation. Following a review of our gender balance
pledges, we refined our reporting approach and metrics
to improve transparency, better understand barriers and
drive meaningful action.
We remain committed to achieving gender balance across
The Gym Group, supported by our 2025 pledges to achieve
the following by 2030:
y 40% female Senior Leaders¹
y 45% female representation across Gym Support
y 35% female representation within Gym Management
Further progress has been made with female representation
in our senior leadership team increasing to 38.5% (+4.3 ppts).
Representation across Fitness Trainer² roles also improved,
supporting progress toward our longer term ambitions.
Our commitment to increase Black, Asian and
mixed-ethnicity representation in our senior leadership
to 20% by 2030 remains unchanged (17.9% in 2025).
Link to
the SDGs
Sustainability in Action:
Inclusive Traineeship
“As Kevin’s mum, I’ve seen firsthand the
difference The Gym Group’s Inclusive
Traineeship can make. Kevin is 20 and
hasautism and ADHD, and opportunities
like this are rare. Through his placement,
hegained real experience, built
confidenceand developed new skills
inasupportive environment.
Programmes like this help young people
with challenges improve their sense of self,
support their mental health, feel part of the
wider community and grow their confidence.
I’m grateful to The Gym Group for creating
opportunities that truly include and
empower people like Kevin.”
Tola | Kevin’s mum
We will continue using equal opportunities monitoring
tosupport informed attraction, development and
retentioninitiatives.
Inclusion and Belonging
We strengthened our approach to inclusion by working
with leaders to build inclusive leadership skills and increase
awareness of our EDI commitments. In May, we launched
our 2025 EDI Manifesto (www.tggplc.com), setting out
progress to date and our ambitions ahead, with inclusive
leadership firmly embedded at the heart of our culture
and member experience.
This year, we upskilled our Senior Leadership Team
through targeted workshops covering bias, privilege and
core leadership behaviours such as courage, emotional
intelligence and curiosity to improve personal awareness
and accountability for driving inclusion. Building on this,
we launched a second cohort of reverse mentoring,
exploring a wider range of diverse perspectives. Over five
months, nine mentoring pairs held thought-provoking
conversations that deepened understanding of lived
experiences and generated meaningful insights that will
help shape our 2026 EDI initiatives and ensure our actions
remain relevant and people-led.
We also strengthened life-stage support policies, including
enhanced Domestic Abuse and Serious Illness support,
helping bridge policy gaps, identified through our annual
EDI benchmarking assessment.
Whilst our targets are focused on gender and ethnicity
balance, we are proud to also remove potential barriers
relating to disability having received the Disability
Confident Leader status in 2025.
Pay Gap Reporting
As of April 2025, our mean gender pay gap remained at
9.4% and our mean ethnicity pay gap increased by 2ppts
to 18.5%. Our median gender and ethnicity pay gaps
remain at 0%.
The Gym Group’s 2025 Gender and Ethnicity Pay Gap
report provides full details of our pay gaps and the actions
we are taking to drive progress. (www.tggplc.com).
1 Definition of Female Senior Leaders has been amended to include Head of
and above and the target has been extended to 2030.
2 Fitness Trainers includes Fitness Instructors and Supervisors.
Accreditations
&Affiliations
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
34
RESPONSIBILITY TO
THE ENVIRONMENT
Link to
the SDGs
The Gym Group is committed to responsible
environmental management, ensuring that
our operations, supply chain and member
community contribute to a healthier planet.
Improving energy efficiency and resource
use across our gyms enhances the member
experience and strengthens resilience to
temperature-related impacts, energy price
volatility and regulatory change.
Our Climate Transition Plan
Our climate transition plan remains central to our
environmental strategy and continues to develop in line
with the Transition Plan Taskforce framework. As the first
fitness operator globally with a Science Based Targets
initiative (‘SBTi’) validated net zero target, we remain
aligned with the Paris Agreement’s 1.5°C pathway.
Ambition
Our science-based net zero targets underpin our long
term climate commitments and position us as leaders
in driving sustainable transformation within the
fitnessindustry.
By 2030, we aim to:
y Cut absolute Scope 1 and 2 emissions
by 50% from our 2019 baseline.
y Reduce Scope 3 emissions by 55% per gym
across goods and services, capital goods, energy,
transport, waste, business travel and commuting.
y Ensure 25% of suppliers by spend
set science-based targets by 2028.
By 2045, we aim to:
y Reduce absolute Scope 1 and 2 emissions
by 90%.
y Reduce Scope 3 emissions by 97% per gym.
Suppliers:
Deepen collaboration to align decarbonisation across
our value chain.
Members:
Expand opportunities for members to engage
with our environmental initiatives and support our
net zero goals.
Renewable energy:
Work with our landlords to secure 100%
renewable electricity at sites where we don’t
manage energy procurement.
Carbon abatement:
Develop a long term approach to remove and store
the residual 10% of carbon emissions after 2045.
To support these goals, we focus on four commitments:
Action
During 2025, we continued to expand low carbon
technologies and efficiency initiatives to support our
interim milestones. While new gyms now use fully electrified
hot water systems where possible, decarbonising our
existing estate did not progress in 2025 due to legacy gas
infrastructure and replacement cycles. Currently, 66%
of our estate still relies on gas boilers (down from 73% in
2024). As technology improves and becomes more cost-
effective, we expect electrification to be increasingly viable
across older sites, helping us accelerate the transition.
Voltage optimisation technology was installed across a
further 106 sites, with remaining suitable locations due
for completion by the end of 2026. On average, Voltage
Optimisation units delivered efficiencies of 7.6%, helping
to manage consumption across our estate. We also began
trials of additional energy-saving technologies, with
decisions on wider rollout planned for 2026 and beyond.
Accreditations
&Affiliations
See Progress Against the Next Chapter
Growth Plan on pages 14 to 19.
106
Further sites installed with Voltage
optimisation technology
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
35
100%
Renewable energy
For all sites where we control the purchase of energy
Accountability
Transparent reporting under the Greenhouse Gas
Protocol Corporate Accounting and Reporting Standard
(‘GHG’) remains central to our approach. We continue to
disclose GHG emissions, energy and water use as well as
waste generation across Scopes 1, 2 and 3. While residual
emissions are offset through carbon credits purchased
from Climate Impact Partners, our primary focus remains
on direct emissions reduction.
The metrics and actions outlined demonstrate our
unwavering commitment to transparency and accountability.
Strategic Report
SUSTAINABILITY REPORT CONTINUED
Sustainability in Action:
Supply Chain
“As a long-standing cleaning and sustainability partner,
ecosense supports our ambition to reach net zero by
2045 and is one of only five UK cleaning companies to
hold a Silver EcoVadis rating, independently recognising
strong ESG performance. The company reduces
environmental impact by streamlining supply chains,
standardising responsible cleaning products and
progressing towards a minimal circular-waste model.
Our partnership strengthens consistency and cleaning
standards in our gyms while contributing to lower carbon
operations and improved environmental performance.”
Rob Taylor | Senior Procurement Manager
Waste 2019 2024 2025
Total Weight (in tonnes) 750 783 769
Average tonnes/gym 4.3 4.0 3.6
Recycled Not tracked 49% 51%
Diverted from landfill 90% 100% 100%
2025 Carbon Emissions
In 2025, Scope 1 emissions fell to 1,554 tCO
2
e, an 8.6%
reduction year on year, driven largely by a 5.4% fall in
gas consumption as we retrofitted 7 sites in 2024 with Air
Source Heat Pumps and continued to use Air Source Heat
Pumps (‘ASHP’) in our new sites where possible.
Scope 2 emissions reduced by 10.8% since 2024 to
8,040tCO
2
e, despite additional cooling requirements
during a particularly warm Summer and continued estate
growth. This reduction was primarily driven by lower UK
carbon emission factors and the active management
of electricity consumption through energy-efficient
technologies. Under the market-based method, reflecting
our 100% renewable electricity contract, emissions reduce
to 1,300tCO
2
e.
Scope 3 emissions increased to 25,461tCO
2
e, reflecting
higher capital expenditure associated with 16 new gym
openings and increased investment into mature sites.
Operational carbon intensity for Scope 3 emissions stands
at 98 per gym, 32% below our 2019 base year. Scopes 1, 2
and 3 are at 135tCO
2
e per gym and 507tCO
2
e per million
visits – 35% lower than our 2019 baseline.
Water Stewardship
With most of our water use concentrated in showers and
washrooms, we have introduced measures to optimise
consumption and address high-usage sites. Remote meter
reading, now in place in 63 gyms, provides real-time data
for targeted intervention. Additional initiatives include
recovering air-conditioning condensate for toilet flushing
and the installation of low-flow shower heads.
Waste Management
In 2025 we generated 769 tonnes of general and mixed
recycling waste, a 1.8% year on year drop despite our
estate and membership growth as we reduce packaging
across our operations. As a result, tonnes of waste per
gym continued to fall, reflecting more efficient waste
management in our sites. Our targeted support for gyms
with lower recycling performance, helped accelerate our
shift towards higher recycling rates and greater circularity,
resulting in 51% of our waste now being recycled.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
36
See table above for legend
Emissions year ended 31 December 2025
Total emissions (tCO
2
e) 2019 2024 2025
Direct emissions from operations (Scope 1) 2,157 1,700 1,554
Purchased electricity and heat (Scope 2) 8,797 9,017 8,040
Indirect emissions in value chain (Scope 3) 25,660 24,978 25,461
Total emissions (tCO
2
e) 36,614 35,695 35,055
% change from base year Scope 1 and 2 -2% -12%
% change from base year Scope 1, 2 and 3 -3% -4%
Intensity metric (tCO
2
e per gym) Total 206 146 135
% change from base year -29% -35%
Intensity metric (tCO
2
e per million member visits) Total 785 548 507
% change from base year -30% -35%
Total consumption (kWh) 2019 2024 2025
Scope 1 (Gas) 11,071,196 8,828,082 8,349,181
Scope 2 (Electricity) 34,409,373 42,472,816 44,542,501
Scope 2 (Heat) 10,907 1,240,050 892,446
Scope 2 (Self-generation) 0 12,550 14,800
Total (kWh) 45,491,476 52,553,498 53,798,928
Scope 3 Category
Emissions (tCO
2
e)
2019 2024 2025 vs base % of Scope 3
Capital goods 17,544 13,908 14,328 -18% 56%
Purchased goods and services 4,488 6,811 6,874 53% 27%
Fuel- and energy-related 2,343 3,217 3,339 43% 13%
Business travel 272 415 213 -24% 1%
Employee commuting and homeworking 402 316 322 -20% 1%
Waste (Waste & Water) 236 186 204 -14% 1%
Upstream transport 375 125 181 -52% 1%
Total 25,660 24,978 25,461 -2%
Intensity metric (tCO
2
e per gym) Scope 3 144 102 98 -32%
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
37
Strategic Report
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
Introduction
The Task Force on Climate-related Financial Disclosures
framework continues to guide The Gym Group’s approach
to identifying, assessing and managing climate-related
risks and opportunities. The framework provides a
consistent structure for evaluating the potential physical
and transition impacts of climate change on the business.
This is our fifth year reporting in line with the TCFD
recommendations. Our disclosures comply with the Listing
Rules (Disclosure of Climate-related Financial Information)
(No 2) Instrument 2021 and align with the four TCFD
pillars of governance, strategy, risk management, and
metrics and targets. Climate-related considerations are
embedded within our wider governance, planning and risk
management processes.
Our 2025 assessment confirms that climate-related risks
and opportunities are not expected to have a material
impact on the Group’s financial performance or position
over the current strategic planning horizon. Climate
change nevertheless remains an emerging risk, reflecting
its long term nature and evolving external drivers. Given the
nature of our operations, energy use represents the most
significant source of climate-related risk and opportunity
for the business, and during the year we continued to
progress energy efficiency initiatives across our estate
to support reduced consumption, improved operational
efficiency and resilience to transition and cost-related risk.
Governance
The Board oversees climate-related risks and
opportunities through the Sustainability Committee, which
is responsible for climate-related matters and for tracking
progress against the Group’s sustainability objectives.
These updates inform the Committee’s oversight, including
discussions on performance, operational priorities and
areas where further action or investment may be required.
Alongside the Sustainability Committee, the Audit
and Risk Committee supports the Board’s oversight of
climate-related matters by monitoring climate change
as an emerging risk within the Group’s enterprise risk
management framework. Further detail on governance for
both Committees can be found in the Governance section
on pages 71 to 76 and on our website.
Day-to-day responsibility for managing climate-related
risks and opportunities sits with the Chief Property Officer,
supported by the Sustainability Working Group. The
Working Group brings together senior representatives
from Finance, Procurement, Facilities Management and
other relevant functions to support Senior Management
oversight and the effective implementation of the
Group’s sustainability strategy, with climate-related
matters escalated through the Sustainability Committee
whererequired.
Strategy
Our climate scenario analysis, conducted in 2023, remains
a key reference point for understanding how physical
and transition pathways may affect the business over
the short, medium and long term. It assesses risks and
opportunities across these timeframes and supports
consideration of the resilience of our operations and
estate under contrasting global futures, from continued
warming driven by high fossil fuel use to a net zero
pathway reflecting accelerated decarbonisation.
To assess potential physical risks, we used three
climate scenarios from the Shared Socioeconomic
Pathways, drawing on the Intergovernmental Panel on
Climate Change’s Sixth Assessment Report (2023) and
supplemented with regional projections from the Met
Office’s UK Climate Projections 2018.
SSP1-2.6
Low emissions
A low GHG emissions scenario with
global net zero emissions achieved
by 2070, with projected warming
of 1.3–2.4°C by 2100.
SSP2-4.5
Medium emissions
An intermediate pathway where
global emissions remain broadly
steady until 2050, resulting in
projected warming of 2.1–3.5°C
by 2100.
SSP5-8.5
High emissions
A very high GHG emissions
scenario where emissions double
by 2050, with projected warming
of 3.3–5.7°C by 2100.
For transition-related considerations, we drew on three
scenarios from the International Energy Agency’s World
Energy Outlook (2022):
Net zero emissions
by 2050 scenario
(NZE)
A pathway compatible with
limiting global warming to 1.5°C
and achieving universal energy
access by 2030.
Announced pledges
scenario (APS)
A pathway in which government
climate commitments, including
net zero targets, are delivered in
full and on time.
Stated policies
scenario (STEPS)
A pathway reflecting existing
policy settings and their likely
outcomes.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
38
We assessed the implications of these scenarios across
three time horizons, each with a milestone that marks a key
point for reviewing progress:
Short term
(to 2039, with a
2030 milestone)
Reflecting our current business
strategy and near term emissions
reduction aims.
Medium term
(2040 to 2059,
with a 2050
milestone)
Aligning with the UK Government’s
long term net zero target.
Long term
(2060 to 2079,
with a 2070
milestone)
Reflecting longer term impacts,
where scenario pathways
diverge more clearly and the long
lifespan of built-environment
assets becomes an important
consideration.
The analysis covered all UK operations and identified
regional vulnerabilities where relevant. Physical risks are
most pronounced under the SSP5-8.5 pathway, while the
NZE scenario presents the most material transition-related
risks and opportunities.
Scenario outputs continue to inform forward planning
and support our understanding of business model
resilience across a range of potential futures. The analysis
highlights where operational adjustments or targeted
investments may be required and provides insight into the
potential scale and timing of capital and operating cost
implications, informing decisions on estate investment,
landlord engagement on building performance and the
prioritisation of efficiency measures within financial
planning cycles.
During the year, we progressed further initiatives to
improve energy efficiency and building performance
across the estate, including estate-wide voltage
optimisation, alongside targeted trials to support more
effective management of operational consumption.
The analysis indicates that the business model remains
resilient across the assessed pathways, including those
presenting the most significant physical and transition
challenges. Under SSP5-8.5, higher temperatures, localised
flooding and increased cooling demand are longer term
considerations but are not expected to materially affect
operations in the short to medium term given current
mitigation measures. Ongoing improvements to site energy
efficiency support the management of these impacts,
informed by the exceptionally warm Summer of 2025.
Under the NZE scenario, existing efficiency initiatives
support the Group’s ability to respond to evolving policy,
regulatory and technology developments, with continued
investment in energy efficiency underpinning long term
resilience. However, it is crucial that we remain alert to
potential regulatory changes, such as the upcoming UK
Sustainability Reporting Standards, to ensure we remain
resilient to evolving compliance requirements.
Risk Management
Climate-related risks and opportunities are managed
through the Group’s established enterprise risk
management framework, ensuring they are assessed
consistently alongside other strategic and operational risks.
An initial set of climate-related risks and opportunities
was identified during preparatory work for the 2023
climate scenario analysis, drawing on climate science,
sector trends and operational insight. These risks and
opportunities are reviewed on an ongoing basis and
updated within the climate-related risks and opportunities
register to reflect changes in external conditions and the
business context.
Climate-related risks and opportunities are assessed
by considering both potential financial impact and
likelihood of occurrence. Impact is assessed with reference
to effects on the Group’s financial performance and
position, while likelihood reflects an estimated probability
of occurrence. Both dimensions are scored on a scale of
1 to 4 and combined to determine a gross risk score. The
effectiveness of existing control measures is then applied
to determine a net risk score, providing a consistent
assessment of residual exposure.
The outputs of this assessment are recorded in the
climate-related risks and opportunities register and
consolidated into the Group-wide risk register. This
integration supports prioritisation and ensures climate-
related risks and opportunities are considered alongside
other enterprise-wide risks. Climate change continues
to be classified as an emerging risk, reflecting that while
it is not expected to have a material impact on financial
performance or position over the current strategic
planning cycle, its significance is expected to increase over
time as policy, regulatory, market and physical climate
drivers evolve.
Oversight of climate-related risks and opportunities
is maintained through established governance
arrangements. The consolidated outputs of the climate-
related risk assessment are reviewed by the Audit and
Risk Committee and the Board. The Finance Director has
overall responsibility for the Group-wide risk register and
assigns accountability for specific climate-related risks
and opportunities to relevant senior managers. Further
detail on the Group’s approach to risk management is set
out in the Managing Risk section of the Strategic Report
on pages 42 to 43.
Metrics and Targets
We continue to collect and review ESG data to monitor
and manage sustainability and climate-related risks and
opportunities, maintaining a clear view of our exposure
over time. This enables evaluation of management actions
and identification of areas requiring further attention as
expectations evolve. Reported emissions are influenced by
operational performance and national emissions factors,
and progress against targets is affected by the ongoing
decarbonisation of the UK electricity grid. Further detail
on environmental performance and key climate-related
metrics, including GHG emissions and progress against
environmental targets, is set out on pages 35 to 37.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
39
Strategic Report
Risk
Potential Financial
Impact Control Measures
Emissions
Scenario Materialisation
Climate-related
physical risks
Flooding:
More frequent and intense rainfall
may increase river and surface
water flooding, with surface water
presenting the greatest risk in
urban areas where The Gym
Group operates. Rising sea levels
may also raise flood risk in some
coastal locations. Gyms in South
East England are most exposed.
y Revenue:
Loss of income due to
disruption or temporary
closure.
y Expenditures: Higher
insurance premiums
and potential spend
on flood resilience
measures.
y Assets and liabilities:
Reduced asset value or
possible write-offs due
to water damage.
Leased premises allow
flexibility to exit higher-risk
sites if necessary.
Insurance policies include
flood cover, with risk mapping
reviewed at renewal.
Flood exposure is assessed
during new site due diligence.
Members can use alternative
locations within our national
network if their primary gym
isunavailable.
Medium
emissions
High
emissions
Short term
Short term
Prolonged water stress:
Longer dry periods during
Summer months may lead to
water restrictions, which could
affect the provision of shower
facilities. This risk is most relevant
in South East England.
y Revenue:
Possible reduction
in demand if water
restrictions affect
facilities.
y Expenditures:
Increased water costs.
Our water management
approach and ongoing
initiatives are outlined on
page36.
High
emissions
Short term
High temperatures:
Rising average temperatures may
increase cooling requirements
in gyms and offices and could
reduce demand for indoor
exercise. This risk is most
pronounced for gyms in South
East England.
y Expenditures:
Higher installation,
maintenance or
operational costs
associated with cooling
and air conditioning.
y Assets and liabilities:
Shortened lifespan of
cooling equipment.
The ‘20 is Plenty’ model,
introduced in 2023 and now
delivered annually, ensures
gyms operate at 20°C or above,
helping reduce unnecessary
cooling demand.
Building insulation lowers
cooling requirements and
supports consistent indoor
comfort.
High
emissions
Medium term
Climate-related
transition risks
Legislative requirements:
Increasing regulatory
expectations relating to building
energy performance may lead
tohigher compliance costs,
including retrofitting older
building servicesor moving
tomore efficient premises.
y Expenditures: Higher
costs for upgrading
building systems to
meet new standards
and for retrofitting
where required.
We continue to invest in
improving energy efficiency
across our portfolio, as
described on pages 35 to 37.
Work is underway with
landlords to improve EPC
performance across leased
sites, and currently 83% of
gyms with EPC certificates hold
a rating of C or above, with the
intention that all gyms reach at
least a C.
Net zero
emissions
Low
emissions
Short term
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES CONTINUED
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
40
Risk
Potential Financial
Impact Control Measures
Emissions
Scenario Materialisation
Climate-related
transition risks continued
Decarbonising estate:
Transitioning away from fossil
fuels and upgrading equipment
to lower carbon alternatives
may require increased capital
investment and phased retirement
of existing assets.
y Expenditures: Higher
upfront capital costs
to replace or retire
equipment and
implement efficiency
measures that support
transition.
Our approach to decarbonising
operations is outlined on pages
35 to 37.
As part of our wider
sustainability activity, we
are progressing plans to
remanufacture and repurpose
equipment and building
components, extending asset
life and minimising waste.
We also have a phased
programme to remove gas for
water heating as boilers reach
their end of life, supporting a
managed transition away from
fossil fuels.
Net zero
emissions
Low
emissions
Short term
Opportunity
Potential Financial
Impact Control Measures
Emissions
Scenario Materialisation
Climate-related
opportunities
On-site energy generation:
Installing energy generation
technologies such as solar PV may
reduce dependence on purchased
electricity and help limit exposure
to fluctuating fossil fuel prices.
y Expenditures: Lower
operating costs over
time due to reduced
reliance on purchased
electricity.
On-site generation can reduce
electricity costs and support
greater resilience. We have
trialled solar PV at selected
gyms and continue to assess
the business case for wider
rollout.
Net zero
emissions
Low
emissions
Medium
emissions
Short term
Indoor exercise demand:
Demand for climate-controlled
indoor exercise facilities may
increase during periods of
extreme heat or unsettled
weather, whether in short bursts
or over sustained periods.
y Revenue: Potential
uplift in memberships
as customers seek
indoor alternatives.
y Capital and
financing: Increased
attractiveness to
investors and potential
improvement in share
valuation.
Hotter Summers, heat
waves and wetter Winters
may make outdoor exercise
less appealing, creating
an opportunity to attract
customers who previously
chose to exercise outdoors.
High
emissions
Medium term
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
41
RISK MANAGEMENT
FRAMEWORK
MANAGING RISK
Strategic Report
It provides clear accountability, regular oversight and open
dialogue across the business. The Board sets the overall
direction and risk appetite, while management embeds risk
management into day-to-day operations and planning.
The framework brings together bottom-up functional
assessments and top-down strategic reviews, giving the
Board and Executive Committee a comprehensive view of
the risks and opportunities that could impact the Group.
Approach to Risk Management
The Board is responsible for ensuring the Group has an
effective system of risk management and internal control
in place.
This includes identifying the principal risks that could
affect the Group’s performance, reviewing these
biannually, and ensuring they are well understood and
appropriately managed. The Audit and Risk Committee
provides oversight and challenge on the effectiveness of
the framework and the adequacy of mitigating controls.
Management plays a key role in embedding risk awareness
across the business, reviewing risks regularly and ensuring that
mitigating actions are well defined, monitored and updated.
Risk management is integrated into the Group’s planning and
review processes and supports decision-making at all levels.
Risk Appetite
In line with the requirements of the UK Corporate Governance
Code, the Board sets the Group’s risk appetite. This reflects
the amount and types of risk the Board is willing to accept
in order to achieve the Group’s strategic and operational
objectives. A risk that could seriously affect the performance,
prospects or reputation of the Group is deemed to be a
principal risk, and the Group’s risk management process is
designed to strike the right balance between identifying and
mitigating such risks, while enabling the business to pursue
opportunities and deliver against its strategy.
Risk appetite statements are provided for each principal
risk, setting out the Board’s view of acceptable exposure
and how this guides strategic and investment decisions.
Our enterprise risk management framework
supports the delivery of the Group’s strategy by
ensuring that risks are identified, assessed and
managed in a structured and consistent way.
First Line
of Defence
Second Line
of Defence
Third Line
of Defence
Functions
and Employees
Executive Committee
Provides oversight and
coordination of risk
management across the
Groupand is responsible for
the overall management of
the business to ensure it meets
its objectives and delivers the
Group’sstrategy.
y Embeds risk management across
the business.
y Ensures active management of
identified and emerging risks.
y Conducts twice-yearly reviews of
functional and strategic risks.
y Reports to the Audit and Risk
Committee on principal and
emerging risks and on the
effectiveness of the Group’s
internal control framework.
y Develops strategy in line with the
Board’s risk appetite.
Identify and manage day-to-
day risks within their areas
to support the delivery of the
Group’s objectives and strategy.
y Manage risks in line with
Group policies, standards
and control frameworks.
y Identify and report functional
risks to the Executive
Committee.
y Ensure mitigating actions are
implemented and monitored.
Audit and Risk
Committee
Board
Oversees and assesses
the effectiveness of the
Group’s risk management
and internal controls.
y Reviews outputs from the
Executive Committee’s
twice-yearly risk
assessments.
y Conducts an annual
assessment of the
internal control and risk
management framework.
y Recommends improvements
to strengthen the framework.
y Oversees the internal and
external audit activities and
monitors their effectiveness.
y Reviews the Group’s viability
assessment and underlying
stress-testing.
Sets the overall direction
for risk management
andensures alignment
withstrategy.
y Sets the tone and culture
for managing risk across
the Group.
y Defines and reviews the
Group’s risk appetite.
y Reviews principal risks
at least annually.
y Approves the viability
assessment.
y Considers risk implications
in strategic decisions and
investments.
Roles and Responsibilities
The roles and responsibilities for designing, monitoring and operating the system of risk management are set out below.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
42
Medium
Low Medium High
Impact
Low High
2
Medium
Low Medium High
Likelihood
Low High
5
Likelihood
Impact
The eight principal risks identified in 2025 are unchanged
from those reported in the 2024 Annual Report and
Accounts. However, whilst the Board believes that the Group
has made significant improvements to the underlying IT
infrastructure over the last year, it has concluded that the
IT Dependency risk has increased as a result of the work
we are currently undertaking to replace and upgrade our
member management and payment systems. This project is
expected to complete in 2026, at which time we expect the
IT Dependency risk to start to trend back downwards.
For each principal risk set out on the following pages,
we provide a link to the Group’s strategic priorities,
commentary on any movement in trend compared with the
prior year, and examples of the key controls and mitigations
in place. Risks included in the Group’s long term viability
assessment are also highlighted.
The heat maps below show the position of principal risks
by likelihood and impact before and after mitigations.
Colour intensity reflects risk severity, with the post-
mitigations view demonstrating the reduction in risk
achieved through management actions.
Risk Management Process
Functional Risk Reviews
Functional teams maintain risk registers for key business
areas including People, Operations, Marketing and
Commercial, Property, Finance, Technology, Data and
Sustainability. Risks are identified, assessed and updated as
part of the established risk management process, through
horizon scanning, external market insights, regulatory
developments and internal discussion. The Executive
Committee reviews the functional registers twice yearly.
Strategic Risk Reviews
Strategic risks are identified and discussed twice-yearly
by the Executive Committee as part of its top-down
assessment. Strategic risks are defined as those risks that
management believes could have a material impact on the
Group’s ability to deliver its long term goals over the period
covered by the Group’s strategic planning cycle. These
risks have the potential to influence future performance,
key priorities or the overall direction of the business.
Risk Scoring
All risks are assessed using a consistent scoring
methodology to ensure comparability across the Group.
Each risk is evaluated on both a gross and net basis:
y Gross risk assesses the inherent likelihood and impact
of a risk materialising before taking account of any
controls or mitigations. This provides a clear view of
the risk’s natural exposure.
y Net risk reflects the residual level of risk after
considering the effectiveness of the controls and
mitigations currently in place. This helps determine
whether the existing risk response is appropriate.
Where the net risk score exceeds the Group’s risk
appetite, additional actions are identified to strengthen
controls, reduce exposure or improve monitoring. This
scoring approach supports consistent evaluation across
functional, strategic and emerging risks and ensures that
the most significant areas of exposure receive appropriate
focus from management and the Board.
Audit and Risk Committee Review
Outputs from the risk review process are reported to the
Audit and Risk Committee, which provides challenge and
oversight to ensure risks are appropriately managed and
that principal and emerging risks are fully considered.
Provision 29 Readiness
During the year, we continued to strengthen elements of
the risk and control environment to support compliance
with the requirements of Provision 29 of the UK Corporate
Governance Code. Details of the changes made in the year
are included within the Audit and Risk Committee Report
onpages71to74.
Group Principal Risks
The Group’s principal risks represent the most material
risks to the business, combining both the strategic (top-
down) and functional (bottom-up) reviews. Principal
risks are those risks that the Board believes could most
significantly affect the Group’s business model, financial
performance, solvency, liquidity or reputation.
Through its 2025 reviews, the Board and Executive Committee
identified eight principal risks, which are set out on the
following pages. Additional risks and uncertainties that are
not currently known to us, or which we currently consider
immaterial, may also have an adverse effect in the future.
Principal Risks heat map (before mitigations)
Principal Risks heat map (after mitigations)
Operational Gearing
Member Experience
Trading Environment
Our People
Reputation, Brand and Trust
IT Dependency
Cyber and Data Security
Reliance on Key Suppliers
Key
Emerging Risks
Emerging risks are identified as part of the functional and
strategic risk reviews. These risks are defined as those that
do not pose a significant threat to the business today, but
that may develop over time. They are categorised based
on their potential future impact, with early indicators
monitored and potential mitigations considered as
appropriate. Further details on the Group’s emerging
risksare provided on page 50.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
43
MANAGING RISK CONTINUED
Strategic Report
PRINCIPAL RISKS
The Group operates with high operational gearing due to its largely fixed cost base. Ongoing estate expansion further increases fixed
commitments through new site leases. This limits the actions available to offset any shortfall in membership performance, while wage and
cost inflation continues to add pressure to the operating model.
Impact
Under-performance in membership numbers or the inability to pass on cost increases through price rises may reduce margins and cash
generation. Prolonged under-performance could also reduce headroom against banking covenants.
The Group has a moderate
appetite for operational
gearing risks, accepting that a
level of operational gearing is
necessary to support its high
value, low cost business model,
while seeking to ensure that
fixed cost commitments and
growth plans remain aligned
with expected demand and
financial capacity.
y Financial planning and modelling: Board-approved Annual Budget and Three Year Plan supported
by scenario modelling and ongoing monitoring of covenant headroom
y Trading management and oversight: Active gym-level pricing, yield and retention management
supported by flexible membership options, with weekly reviews to monitor trading performance and
drive timely commercial decisions
y Group performance monitoring: Monthly management accounts reviewed by Senior Management and
the Board
y Site-level performance review: Regular monitoring and reforecasting of site level performance through
the Operations Leadership Group
y Cost and cash management: Ongoing cost-efficiency measures, including energy management
initiatives, alongside disciplined control of discretionary spend
y Funding arrangements: Committed bank facilities (£102m until at least June 2028) providing liquidity
and financial flexibility
y Capital allocation framework: Clear criteria for assessing investment returns and prioritising spend
across the estate
y Flexibility in expansion pace: Ability to slow or pause new site openings to preserve cash and reduce
fixed cost commitments
y Commercial levers: Use of pricing, promotions and product mix to support member growth and yield
in a downturn
Risk Appetite Statement Controls and Mitigations
Operational Gearing Risk Owner: Chief Financial Officer
1
2
V
Key
Risk direction vs prior year:
Risk increase No change Risk decrease Included in Viability Assessment, see page 52
1
Strengthen the Core
2
Accelerate Rollout of Quality Sites
3
Broaden our Growth
Description
Strategic link
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
44
The Group’s ability to deliver a high quality product and service is critical to member satisfaction and retention. Service disruption or deterioration, whether
arising from operational issues, systems failures, or external factors, may weaken members’ perception of value and reduce confidence in the brand.
Impact
A decline in actual or perceived service quality may lead to reduced membership levels, with a consequent impact on revenue and profitability,
as well as potential reputational harm.
The Group has a moderate
appetite for member
experience risks, recognising
that innovation and
operational change are
necessary to enhance our
offering and support delivery
of our strategy. We balance
this with maintaining core
service standards and ensuring
that improvements support our
price competitiveness.
y Member experience monitoring: Regular tracking of utilisation, cleanliness and satisfaction scores
with defined KPIs and escalation thresholds
y Service standards oversight: Regular site audits supported by staff training on service and safety to
ensure consistent delivery across the estate
y Health and safety management: Clear procedures for managing health and safety incidents,
supported by regular staff training, structured out-of-hours monitoring and regular external audits
y Equipment maintenance: Ongoing review of equipment usage and timely repair of equipment
y Flexible staffing model: Deployment aligned to peak demand to maintain service levels
y Clear member communications: Consistent communication to support engagement and issue resolution
y Capacity management: Dynamic pricing and off-peak products to manage demand
y Investment programme: Significant investment to enhance and upgrade gym equipment and kit mix
and refurbish older sites
y Product and digital innovation: Continued evolution of our fitness products and equipment offering,
alongside ongoing development of the app, to meet evolving member needs and strengthen engagement
Risk Appetite Statement Controls and Mitigations
Member Experience Risk Owner: Operations Directors
1
2
V
Description
Macroeconomic/consumer factors
Ongoing economic and geopolitical uncertainty, alongside pressure on consumer finances, may affect members’ ability or willingness to
maintain a gym membership and influence overall demand.
Competition
Existing competitors’ pricing, investment or site strategies may intensify competitive pressure in local markets. New entrants, including digital
fitness providers and aggregator platforms, may also offer alternative propositions that compete with the low cost gym model.
Impact
Adverse trading conditions or more aggressive competitive behaviour may weaken member acquisition and retention, leading to under-
performing sites and reduced revenue, profitability and cash generation.
The Group has a moderate
appetite for trading
environment risks, accepting
that some exposure is
necessary to achieve
its strategic objectives.
Material trading decisions
are underpinned by detailed
business cases that assess
the balance of potential
risks and rewards.
y Competitive pricing position: Strong value proposition, ensuring the Group is well placed to operate
successfully in a challenging economic environment
y Financial planning and modelling: Board-approved Annual Budget and Three Year Plan supported
by scenario modelling and ongoing monitoring of covenant headroom
y Trading management and oversight: Active gym-level pricing, yield and retention management
supported by flexible membership options, with weekly reviews to monitor trading performance and
drive timely commercial decisions
y Product and digital innovation: Continued evolution of our fitness products and equipment
offering, alongside ongoing development of the app, to meet evolving member needs and strengthen
engagement
y Competition monitoring: Established monitoring and defence processes to assess competitor activity
and inform local commercial decisions
y Rigorous site selection: Disciplined site selection framework ensuring new openings support
sustainable trading performance
y Cost and cash management: Ongoing cost-efficiency measures, including energy management
initiatives, alongside disciplined control of discretionary spend
y Funding arrangements: Committed bank facilities (£102m until at least June 2028) providing liquidity
and financial flexibility
y Flexibility in expansion pace: Ability to slow or pause new site openings to preserve cash and reduce
fixed cost commitments
Risk Appetite Statement Controls and Mitigations
Trading Environment Risk Owner: Chief Commercial Officer
1
2
V
Description
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
45
MANAGING RISK CONTINUED
The success of the Group depends on the attraction, development and retention of talented and engaged colleagues, supported by a positive
culture and a focus on wellbeing. Increased competition for skilled staff and heightened demand in the labour market may affect our ability to
resource and support gym operations effectively and deliver a consistent member experience. Limited succession depth, including key-man
dependency in critical roles, may reduce organisational resilience, constrain leadership continuity and affect delivery of strategic objectives.
Impact
Challenges in attracting, retaining or developing colleagues may lead to resourcing gaps, reduced operational effectiveness and a lower
quality member experience. This could impact delivery of key projects, business performance and strategic execution.
The Group has a moderate
appetite for people-related
risks, seeking to provide a
great place to work while
balancing costs and risks to
ensure colleagues remain
engaged and capable of
delivering our strategy. We
have no tolerance for physical
or mental harm and actively
promote equality, diversity
and inclusion.
y Talent attraction and retention tools: Competitive pay and benefits, opportunities for equity
participation and variable pay, and access to training and progression pathways to attract, retain and
motivate colleagues at all levels
y Succession and workforce planning: Succession planning, cross-training and growth of Gym Support
functions to reduce key-man dependency and strengthen organisational resilience
y Engagement and communication platforms: Regular engagement surveys with action plans,
supported by CORE, our learning, communication and recognition/rewards platform
y Training and development: Regular leadership development, management training, skills training and
Emerging Talent (career pathway programmes). Development of The Gym Group Academy to provide
qualifications, and enhanced operating and recruitment models to widen the talent pool for gym roles
y Performance and development reviews: Regular performance discussions and structured
development planning to support growth, progression and retention
y Wellbeing and inclusion programmes: Wellbeing initiatives and employee forums, supported by the
Employee Diversity & Inclusion Group
y Health and support services: Access to the 24/7 Employee Assistance Programme and the 24/7
Doctor Line to support colleague wellbeing
y Culture and leadership focus: Actions to maintain a positive culture, strong leadership behaviours and
clear reporting lines to support engagement and operational delivery
Risk Appetite Statement Controls and Mitigations
Our People Risk Owner: Chief People Officer
1
2
3
V
PRINCIPAL RISKS continued
Strategic Report
Description
Key
Risk direction vs prior year
Risk increase No change Risk decrease Included in Viability Assessment, see page 52
1
Strengthen the Core
2
Accelerate Rollout of Quality Sites
3
Broaden our Growth
Strategic link
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
46
The Group’s brand is built on delivering high value, low cost fitness for all, and its growing estate, workforce and profile continue to increase
public visibility. Any health and safety or other serious incident within our gyms could cause harm to members and damage trust in the brand.
In addition, inappropriate or misleading material posted on social media – by employees, members or external parties – may spread quickly
and adversely influence public perception of the Group.
Impact
Events that negatively affect the Group’s reputation may lead to reduced member confidence, lower demand and potential loss of
membership, as well as distracting management from delivering strategic and operational priorities.
The Group has no appetite to
knowingly breach the spirit or
letter of the laws that apply to
us. In areas of uncertainty, we
will have a robust justification
and clear rationale for the
choices we make.
We seek to provide a great
place to work and workout.
We have no tolerance for
harm (physical or mental)
to individuals and actively
promote equality, diversity
and inclusion.
y Policies and behavioural standards: Group policies and procedures setting clear expectations for
colleague behaviour, decision-making and communication
y Member and stakeholder engagement: Ongoing communication and engagement programmes to
understand member and stakeholder needs, including health, community and sustainability initiatives
y Values and culture: Promotion of the Group’s values and high standards of conduct to support a
trusted brand and responsible business culture
y Health and safety management: Clear procedures for managing health and safety incidents,
supported by regular staff training, structured out-of-hours monitoring and regular external audits
y External specialist support: Third-party health and safety expertise engaged for advice, assurance
and audit activities
y Social media governance: Centralised control of corporate social media activity to ensure consistent,
appropriate and timely messaging
y Crisis and incident response: Established business response plans for brand and reputational issues,
supported by specialist PR advisers and media training for key executives
Risk Appetite Statement Controls and Mitigations
Reputation, Brand and Trust Risk Owner: Chief Commercial Officer
1
2
3
5
Description
The Group’s ability to enrol and support members, process payments, deliver online marketing and manage gym access is reliant on the
availability and performance of its IT systems. As the business expands its digital and product capabilities, the associated increase in
technology complexity and platform load requires careful management to maintain stability. Planned upgrades to the Group’s member
management and payment systems may temporarily reduce the pace of innovation and increase the risk of disruption to critical systems
during the transition.
Impact
Failure or disruption within key IT systems may affect member enrolment, access, service delivery or payment processing, leading to a
reduced-quality member experience, lost revenue and constraints on business growth.
The Group has a moderate
appetite for technology-
related risks, recognising
that ongoing innovation and
development are essential
to achieving our strategic
objectives. Major projects
are subject to rigorous
governance and oversight, and
are expected to be delivered to
time, budget and quality where
practicable, with appropriate
safeguards for colleague
wellbeing. Some tolerance
for delays or cost overruns is
accepted where necessary to
achieve the desired outcome.
y Specialist hosting and infrastructure: All key systems hosted in a highly resilient and redundant
cloud infrastructure or using suitable enterprise-grade data centre and fully managed by specialist
providers using best-practice architecture and support models
y Data back-ups and resilience: Regular automated and immutable back-ups of all membership and
business data to third-party locations to ensure recoverability
y Disaster recovery and business continuity: Robust disaster recovery and business continuity plans in
place for critical systems
y Platform capacity and performance testing: Additional capacity and autoscaling capability built
into infrastructure and regular load testing undertaken to manage peak usage on member-facing
platforms
y Internal technology capability: Strong internal technology team supported by specialist external
partners to maintain and develop systems
y Technology governance: Formal governance for all major technology programmes, including steering
committees and oversight from the Executive Committee and the Board
y Change management controls: Structured technology change-control processes to safeguard system
stability during deployments
y Service level monitoring: Active monitoring of internal systems and supplier and platform
performance against agreed SLAs, with escalation routes for issues
As noted on page 43, the Board believes that this risk has increased as a result of the work we are currently undertaking to replace and upgrade our member
management and payment systems. This project is expected to complete in 2026, at which time we expect the IT Dependency risk to start to trend back downwards.
Risk Appetite Statement Controls and Mitigations
IT Dependency Risk Owner: Chief Technology Officer
1
2
3
V
6
Description
47
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
MANAGING RISK CONTINUED
PRINCIPAL RISKS continued
The Group holds business-critical and confidential information electronically and is dependent on the security of its systems and data protection
controls. Unauthorised access, loss or disclosure of this information – whether through cyber attack, system failure or human error – could compromise
confidentiality, integrity or availability of data. Overall cyber risk remains elevated due to geopolitical instability, the growing sophistication of
threat actors (including the use of AI) and the Group’s increasing brand recognition, which may heighten its attractiveness as a target.
Impact
A breach of cyber or data protection controls could lead to operational disruption, regulatory penalties, legal claims or reputational damage.
Under data protection legislation, fines may be up to the higher of £17.5m or 4% of annual global turnover.
The Group has no appetite
for the loss, unauthorised
access or accidental
disclosure of member
orothersensitivedata.
y Network and system security: Firewalls, authentication tools, security software and strong password
controls used to protect core systems
y Data encryption and access management: Sensitive data encrypted in transit, with access restricted
by role-based permissions and MFA applied across critical systems
y Payment security compliance: PCI Level 2 compliance maintained, with customer payment data
stored on PCI-DSS and/or BACS-certified platforms
y Security review and testing programme: Ongoing programme of security assessments, patching and
upgrades, supported by regular vulnerability and penetration testing
y Product and third-party security assessment: Regular review of new security products and
assessment of key suppliers and hosting partners
y Data protection governance: Data Protection Manager oversight, mandatory cyber and data
protection training for all employees, and biennial GDPR audits
y InfoSec governance: Dedicated InfoSec lead drives and oversees implementation of new tools,
processes and methods and adherence to policies
y Information security reporting: Regular reporting to senior leadership and at least annual Board
updates as part of the IT strategy review
y Cyber insurance: Cyber security insurance in place to provide financial protection against major incidents
y Incident response and continuity planning: Defined incident response and recovery procedures,
supported by business continuity arrangements to minimise disruption
y Security monitoring and simulation: Real-time monitoring of systems for threats, supported by
periodic cyber simulation exercises to strengthen readiness
Risk Appetite Statement Controls and Mitigations
Cyber and Data Security Risk Owner: Chief Technology Officer
1
7
Key
Risk direction vs prior year
Risk increase No change Risk decrease Included in Viability Assessment, see page 52
1
Strengthen the Core
2
Accelerate Rollout of Quality Sites
3
Broaden our Growth
Strategic link
Strategic Report
Description
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
48
While the Group uses multiple suppliers where possible, the standardisation of equipment, materials and processes across the estate creates
dependencies in key areas such as equipment provision, gym access and payment processing. Ongoing macroeconomic pressures and
geopolitical instability increase the risk of supplier failure; and as the business grows, some suppliers may struggle to scale their systems and
processes to meet the Group’s operational and strategic requirements.
Impact
Failure or underperformance of a key supplier could lead to operational disruption, higher costs, delays to site openings or refurbishments,
and a negative impact on member experience and business performance.
The Group has a moderate
appetite for partnering with
third parties to deliver core
activities. However, relationships
with critical suppliers must
be well monitored, value for
money, and regularly reviewed
to ensure compliance with
appropriate regulatory and
ethical standards.
y Supplier relationships and ethical standards: Strong, professional relationships maintained with key
suppliers, with an expectation that all partners operate ethically and to required standards
y Procurement and supplier assessment: Established procurement processes to assess supplier
capability, quality and financial stability, strengthened by enhanced assessments
y Contract management: Key supplier contracts reviewed and renewed with improved data protection,
service-level and performance provisions
y Supplier resilience and diversification: Use of suppliers with diversified manufacturing or operational
locations to mitigate geopolitical and supply chain risks
y Business continuity planning: Business continuity plans in place for critical suppliers and reviewed
regularly to ensure resilience
y Performance monitoring and review: Ongoing monitoring of supplier performance, service levels and
risk indicators to enable timely intervention where issues arise
Risk Appetite Statement Controls and Mitigations
Reliance on Key Suppliers Risk Owner: Chief Financial Officer
1
2
V
8
Description
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
4949
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
MANAGING RISK CONTINUED
EMERGING RISKS
Extreme weather events in the UK – such as flooding and periods of high heat – have the potential to disrupt operations by damaging gyms
and equipment and increasing repair or replacement costs. These events could also lead to temporary site closures and increase insurance
and operating costs over time.
Our TCFD Report on pages 38 to 41 contains a comprehensive discussion about the climate-related physical and transition risks that the
Groupfaces and the measures we are taking to address these risks both now and in the future. The report includes a range of scenarios and
mitigating actions.
The geographic distribution of our gyms means that, over the time horizon covered by our strategic planning and Group principal risks
assessment (three years), these are expected to impact only a small number of sites and do not threaten closure of a substantial part of the
estate for a prolonged period of time. In addition, insurance policies are in place to mitigate any costs or business interruption, although it is
acknowledged that such policies will become more expensive and less available over the longer term.
Rationale for Categorisation as Emerging Risk
Climate Change
We continue to evaluate how the business could benefit from the use of AI as well as what risk AI could potentially pose in relation to possible
data or system breaches, or loss of competitive advantage should existing or new competitors use AI to innovate or reduce operating costs.
The Group has in place an AI policy setting expectations for responsible use, data protection, ethical considerations and approval processes.
An employee training and awareness programme has also been launched to ensure safe, responsible and compliant use.
Rationale for Categorisation as Emerging Risk
AI offers significant opportunities to enhance efficiency, decision-making and member experience, and the Group already employs AI across
areas such as customer service, marketing, data and software delivery. However, increased use of AI also introduces potential risks, including
data or system breaches, reduced marketing effectiveness, inappropriate or inaccurate outputs, ethical concerns around transparency or
bias, increased complexity of customer queries, and dependency on third-party AI tools or models. In addition, there is a potential risk to
competitive position if existing or new competitors use AI to innovate more rapidly or materially reduce operating costs.
Description
Artificial Intelligence (‘AI’)
Whilst, on balance, we believe there is more opportunity than risk for The Gym Group in relation to weight loss drugs, we continue to monitor
emerging trends closely.
Rationale for Categorisation as Emerging Risk
The availability and use of weight loss drugs have increased significantly in the last year and there is now an estimated 1.6m monthly users
in the UK. Clinical guidance requires increased physical activity alongside these drugs and we believe this presents The Gym Group with an
opportunity to support current and prospective members seeking to establish or restart a gym routine as part of sustainable health and
fitness improvements. However, there is a risk that the use of weight loss drugs is viewed by some as a substitute for exercise.
Description
Weight Loss Drugs
Strategic Report
Description
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
50
Going Concern
In assessing the going concern position of the Group for
the year ended 31 December 2025, the Directors have
considered the following:
y the Group’s trading performance in 2025 and throughout
the traditional January and February 2026 peak period;
y the future expected trading performance of the Group
to 30 June 2027 (the going concern period), including
membership levels and behaviours in light of the
continued difficult macroeconomic environment; and
y the Group’s financing arrangements and relationship
with its lenders and shareholders.
Trading in 2025 was strong, with membership at the end of
December 2025 reaching 923,000, an increase of 4% from
the end of December 2024. Average revenue per member
per month (‘ARPMM’) for the year was £21.60, up 4% from
£20.81 in the prior year. As a result, revenue increased by 8%
to £244.9m (2024: £226.3m), and Group Adjusted EBITDA Less
Normalised Rent at £56.7m was 19% better than in 2024.
The Group also reported strong cash generation in the
year, with Free Cash Flow of £38.3m (see Note 24 to the
Consolidated Financial Statements for a reconciliation
to Net Cash Inflow from Operating Activities) being
generated and used to fund 16 new site openings and
major refurbishments and enhancements to the mature
sites, as well as significant investment in technology.
On 12 June 2025, the Group agreed a one year extension
to the existing bank facilities as well as an increase in the
available RCF facility of £12m. As a result, the Group now has
in place a combined £102m facility, consisting of £45m of
Term Loan and £57m of RCF, which is due to mature in June
2028. Drawings under the facility continue to be subject to
quarterly financial covenant tests on Adjusted Leverage
(Non-Property Net Debt divided by Group Adjusted EBITDA
Less Normalised Rent must not exceed 3.0 times) and Fixed
Charge Cover (Adjusted EBITDAR to Net Finance Charges plus
Normalised Rent must be greater than 1.5 times).
As at 31 December 2025, the Group had Non-Property Net
Debt (including non-property leases) of £59.3m, consisting
of £62.0m drawn debt under the RCF, £0.3m of non-property
leases and £3.0m of cash. The Directors believe that this
measure of net debt best reflects the financial health
of the business. In addition, it is a key constituent of the
Adjusted Leverage covenant included in the Group’s banking
agreement as noted above. Headroom under the bank
facilities at 31 December 2025 (drawn debt less cash) was
£43.0m. Adjusted Leverage was 1.0 times and Fixed Charge
Cover was 2.1 times.
GOING CONCERN AND VIABILITY ASSESSMENT
Following the January and February 2026 peak trading period,
closing membership at 28 February 2026 was 999,000,
an increase of 8% on the position at 31December 2025,
demonstrating that the low cost gym model remains resilient
and spend on gym membership continues to be prioritised.
Despite the continued strong trading performance, the
Directors have continued to take a cautious approach to
planning. The base case forecast for the period to 30 June
2027 anticipates some growth in yields across the whole
estate as a result of pricing optimisation actions identified
as part of the Next Chapter growth plan. Modest increases
in membership levels are driven largely by the sites opened
in 2024 and 2025, and not by growth in the mature estate.
In addition, whilst the Directors have planned for an
acceleration of the new site opening programme
throughout the plan period, all new sites are assumed to be
self-financed. Under this scenario, the financial covenants
are passed with headroom, and the Group can operate
comfortably within its financing facilities.
The Directors have also considered a severe downside
scenario in which membership numbers in the mature estate
decline by approximately 4%. Yields continue to grow, but
at a much more modest rate than in the base case. In this
scenario, the number of new site openings is reduced to
conserve cash, expenditure on maintenance and marketing
is reduced slightly, and discretionary performance-related
bonuses and share based payment funding are removed.
The share buyback programme is also paused. Under this
scenario, the financial covenants continue to be passed, and
the Group continues to operate within its financing facilities.
The Directors have also considered a reverse stress test
scenario to ascertain the extent of the downturn in trading
that would be required to breach the Group’s banking
covenants or liquidity requirements. Mitigating actions
assumed in this scenario include moving to a minimum
level of maintenance and technology capital expenditure;
further reducing controllable operating costs and marketing
expenditure; and pausing the new site openingprogramme
in order to preserve cash.
Hendon Gym
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
51
In this scenario, membership numbers would need to decline
steadily from April 2026 to June 2027 to the point where
closing membership at 30 June 2027 was 27% lower than
the base case. Under this scenario, the Fixed Charge Cover
covenant would be breached in June 2027. The Group would,
however, continue to operate within its current level of
debt capacity and the Adjusted Leverage ratio would not
bebreached.
In the event of a reverse stress test scenario, the Directors
would introduce additional measures to mitigate the impact
on the Group’s covenants and liquidity, including: (i) even
greater reductions in controllable operating costs, marketing
and capital expenditure; (ii) discussions with lenders to secure
a covenant waiver; and (iii) deferral of, or reductions in, rent
payments to landlords. The Directors consider the reverse
stress test scenario to be highly unlikely.
Conclusion
The Board has reviewed the financial plan and downside
scenarios of the Group and has a reasonable expectation
that the Group has adequate resources to continue in
operational existence for the period to 30 June 2027.
As a result, the Directors continue to adopt the going
concern basis in preparing the consolidated financial
statements. In making this assessment, consideration has
been given to the current and future expected trading
performance; the Group’s current and forecast liquidity
position and the support received to date from our lenders
and shareholders; and the mitigating actions that can be
deployed in the event of reasonable downside scenarios.
Viability Assessment
As stated in the going concern assessment, the Directors
have a reasonable expectation that the Group has
adequate resources to continue in operational existence
for the period to 30 June 2027. However, in accordance with
provision 31 of the UK Corporate Governance Code 2024,
the Directors have also assessed the longer term viability
of the Group, taking into account the Group’s current
position and the potential impact of the principal and
emerging risks documented earlier in this report (including
climate change risk) that would threaten its business
model, future performance, solvency or liquidity.
The Directors have determined that the three year period
to 31 December 2028 is an appropriate period over which
to assess the Group’s viability as:
y the Directors review a three year financial plan with
management each year as part of an annual strategy
review and the viability analysis is based primarily on
this plan; and
y the period is sufficient to reflect the maturation of new
sites opened in 2024 and 2025.
Whilst the viability review has considered all the principal
risks identified by the Group, the Directors have concluded
that the risks that would most materially threaten the
Group’s growth drivers, future performance, solvency or
liquidity are Operational Gearing, Member Experience,
Trading Environment, Our People, IT Dependency and
Reliance on Key Suppliers.
Severe but plausible downside scenarios based on these
risks were therefore created against which liquidity and
debt covenant headroom analysis was performed. The
downside scenarios included modelling a severe decline in
membership numbers compared with the base case plan
and a significant increase in costs over and above that
included in the base case plan.
In these scenarios, the number of new site openings
is reduced to conserve cash, and expenditure on
maintenance and marketing is reduced slightly.
Discretionary performance-related bonuses and share
based payment funding are removed and the share
buyback programme is paused to ensure that all financial
covenants continue to be passed and the Group continues
to operate within its financing facilities.
The Directors have also considered a reverse stress test
scenario to ascertain the extent of the downturn in trading
that would be required to breach the Group’s banking
covenants or liquidity requirements. In this scenario,
membership numbers would need to decline steadily from
April 2026 to December 2028 to the point where closing
membership at 31 December 2028 was 19% lower than the
base case. At this point, the Fixed Charge Cover covenant
would be breached, but the Group would continue to operate
within its current level of debt capacity and the Adjusted
Leverage ratio would not be breached.
Additional mitigating actions assumed in this scenario
include moving to a minimum level of maintenance
and technology capital expenditure; further reducing
controllable operating costs and marketing expenditure;
and pausing the new site opening programme in order to
preserve cash.
In addition to the above scenario modelling, the Directors
also considered the fact that the Group’s banking facilities
of £102m are currently expected to expire in June 2028
and concluded that, based on regular discussions with
participating banks and financial advisers, there is a
realistic prospect that this will be extended to cover the
whole of the viability assessment period.
Having completed the above assessment, the Directors
have concluded that the Group remains viable.
Strategic Report
MANAGING RISK CONTINUED
GOING CONCERN AND VIABILITY ASSESSMENT continued
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
52
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
The table below sets out where stakeholders can find information in our Strategic Report relating to
non-financial and sustainability matters detailed under section 414CB of the Companies Act 2006.
Reporting requirement Where to find further information Pages Summary of relevant policies if applicable
Environmental
Matters
Sustainability Report 30 to 37 Our environmental strategy is set out on page 38
and on our website at www.tggplc.com.
Climate-Related
Financial
Disclosures
Task Force on
Climate-Related Financial
Disclosures Report (‘TCFD’)
38 to 41 Our updated disclosures with regard to TCFD can
be found on pages 38 to 41.
Employees Sustainability Report
Chief Executive’s Review
Managing Risk – Principal
Risks – Our People
30 to 37
07 to 09
46
The Group has relevant training for all employees
which is served via a training portal. Our employee-
related policies and procedures which include
our privacy notice, family-friendly and inclusivity
policies and all work-related policies, are available
to employees on the intranet.
Human Rights Sustainability Report 30 to 37
Our Human Rights Policy and Modern Slavery and
Human Trafficking Statements can be found on
our website at www.tggplc.com.
Anti-Bribery,
Anti-Corruption
and
Whistleblowing
Arrangements
Audit and Risk Committee
Report
71 to 74
It is prohibited for any employee or person working
on our behalf to offer, give, request or accept any
bribe or commit any fraudulent activities. The
Group has Anti-Bribery and Anti-Corruption and
Anti-Fraud policies, which set out the relevant
procedures. A copy can be found on our website at
www.tggplc.com.
The Company also has a Whistleblowing policy,
which is also available on our website.
Social Matters Sustainability Report 30 to 37
Our approach to equity, diversity and inclusion,
creating good jobs and career opportunities, and
promoting good health and wellbeing are set out
on pages 30 to 34.
Our Diversity and Inclusion manifesto can be found
on our website at www.tggplc.com.
Business Model Introduction to our Business –
How We Deliver
03 An explanation of the Group’s business model can
be found on page 3.
Principal Risks Managing Risk 42 to 52 The Board has a process for considering the
principal risks as set out on pages 42 to 43.
Financial and
Non-Financial KPIs
Key Performance Indicators
(‘KPIs’)
20 to 21 The Board approves relevant KPIs for use as set
out in the Strategic Report on pages 20 to 21.
Relationships
with Suppliers,
Members and
Others
Section 172 Statement 64 to 66 The Group has a number of policies and
procedures underpinning its commitment to high
standards of business conduct, which are available
to all employees on the staff intranet.
On behalf of the Board
Will Orr
Chief Executive Officer
11 March 2026
Strategic Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
53
INTRODUCTION FROM THE CHAIR OF THE BOARD
Governance Report
Dear Shareholder
I am pleased to introduce the 2025 Governance Report on
behalf of the Board. The Governance Report forms part of
the Directors’ Report.
Board and Committee Activities During the Year
During the year, the Board and its Committees continued
to observe good governance when making decisions,
demonstrating effective oversight, accountability and
compliance with applicable laws, regulations and best
practice guidance for long term value creation. An
overview of their key activities during the year can be
found on pages 59 to 63 for the Board and pages 67 to
87 for the Nomination, Audit and Risk, Sustainability and
Remuneration Committees.
Board Composition, Training and Development
On 1 May 2025 we welcomed Tamsin Todd to the Board as
a Non-Executive Director. Tamsin completed a formal and
tailored induction and was appointed as a member to each
of the Board’s Committees. Wais Shaifta will also be retiring
from the Board at the end of the 2026 AGM after five years
of service. We thank him for his invaluable contributions
over the years and wish him the best for the next chapter
of his career. For further details on Board composition see
the Nomination Committee’s Report on pages 67 to 70
We also continued to focus on training and development
opportunities for the wider Board, taking into
consideration feedback from our Board performance
reviews. The Nomination Committee will continue to review
the composition of the Board, its Committees and their
effectiveness in achieving the Company’s strategy during
2026. For more on training and development see the
Corporate Governance Statement on pages 59 to 63.
Talent, Diversity and Succession
In 2025, we continued to focus on succession and talent
management for the Board, Executive Committee
and throughout the business by conducting robust
talent sessions centred on performance, critical talent,
development, diversity and succession planning.
These and other activities are the responsibility of the
Nomination Committee and further details may be found
in its report on pages 67 to 70. Progress on encouraging
strong performance and retention of the best possible
talent and resource within the business can also be found
in the Sustainability Report on pages 30 to 37.
Board Performance Evaluation
It is imperative that we have the right balance of skills,
experience, knowledge and perspectives around the
table to foster robust debate, constructive challenge and
positive engagement on strategy and other key decisions.
An internal review of the performance of the Board, its
Committees and individual Directors was conducted in
respect of 2025. Further details on the process and an
update on progress against actions arising from previous
reviews can be found in the Nomination Committee Report
on pages 67 to 70.
Stakeholder Engagement
Myself and other members of the Board engaged with
shareholders throughout the year to understand their
views on the Company’s strategy, financial performance
and governance matters. I also worked with the Chief
People Officer and the Company Secretary in my capacity
as Workforce Engagement Director, to determine the
most effective ways to engage with our colleagues and
better understand their views and interests. As a result,
we conducted multiple employee listening sessions across
the UK, from which anonymous colleague feedback was
provided to the Board. Towards the end of 2025, the
Board also reviewed its list of key stakeholders and the
effectiveness of its engagement mechanisms. Further
details on stakeholder engagement and a review of
our engagement tools can be found in the Section 172
Statement on pages 64 to 66.
Sustainability
We continue to improve and enhance our sustainability
reporting. The Sustainability Committee oversees our
sustainability strategy, ensuring that such matters are
supported by robust governance streams and that they
continue to be a focal point for the Board in its decision-
making. See further details in the Sustainability Report
on pages 30 to 37.
AGM
Our AGM is planned for 7 May 2026, and I look forward
to meeting shareholders there.
John Treharne
Chair of the Board
11 March 2026
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
54
50%
17%
33%
50% 50%
100%
67%
33%
50% 50%
AT A GLANCE
Governance Report
Collective Knowledge, Skills and Experience of our Directors
Tenure of our Non-Executive Directors (as at 31 December 2025)
0–3 years
Simon Jones and Tamsin Todd
3–6 years
Wais Shaifta, Elaine O’Donnell
and Richard Stables
6+ years
John Treharne
Rating
Board
Nomination Committee
Sustainability Committee
Board and Committee
Independence
B2C Operational
B2B Multi-site operations and rollout
Fitness industry Technology/cybersecurity
Leisure industry Commercial
Strategy Digital marketing
Accounting and finance HR/People
Risk management and
internalcontrol
Corporate finance/M&A
Listed/governance Legal/regulatory
ESG and sustainability
Audit and Risk & Remuneration
Committees
Gender Identity or Sex of Board and Executive Committee Members
Number of
Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO, SID
and Board Chair)
Number in
Executive
Management
Percentage
of Executive
Management
Men 6 75% 3 6 67%
Women 2 25% 1 3 33%
Non-Independent Independent
Ethnic Background of Board and Executive Committee Members
Number of
Board
members
Percentage
of the
Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Board
Chair)
Number in
Executive
Management
Percentage
of Executive
Management
White British
or other White
(including
minority-
white groups)
7 88% 4 9 100%
Asian/Asian
British 1 12% – – –
Further details on Directors’ strengths and contributions can be found in
their biographies on pages 56 to 57. The Board and its Committees are also
supported by internal experts and external advisers.
GOOD EXCELLENT
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
55
BOARD OF DIRECTORS
Governance Report
John Treharne
Chair of the Board
Committees
Career
John was appointed Chair of
the Board and Nomination
Committee in July 2022. John
founded The Gym Group in
2007 and has over 30 years’
experience in the health and
fitness industry including the
launch of Dragons Health
Club plc in 1991, before its
flotation on AIM in 1997 and
sale to Crown Sports plc
in 2000. He is currently a
member of the ukactive and
EuropeActive Boards and
Chair of The Padel Club.
Board skills and experience
John’s wealth of operational
and leadership experience
and knowledge of industry
trends offers the Board
valuable context to develop
its strategy and inform its
decisions. As founder of
The Gym Group, John has
an unmatched network of
industry connections and
corporate knowledge used to
support the business, and the
Board’s evolution. As Board
Chair, John provides stability
and continuity in leadership.
Other appointments
ukactive
Board member
EuropeActive
Board member
The Padel Club
Chair
Will Orr
Chief Executive Officer
Committees
Career
Will joined The Gym Group as
Chief Executive Officer (‘CEO’)
in September 2023. Will was
formerly Managing Director of
Times Media Limited, publisher
of the Times and Sunday Times,
and previously held Managing
Director roles for RAC and
British Gas (Centrica Plc). He
is a Fellow of the Marketing
Society and has an MBA from
London University.
Board skills and experience
Will brings significant
experience developing
and delivering sustainable
customer growth strategies
(including pricing, proposition,
digital marketing and
retention strategies) as well
as operational expertise in
businesses where customer
experience is critical.
Luke Tait
Chief Financial Officer
Committees
Career
Luke joined The Gym Group
as Chief Financial Officer
(‘CFO’) in October 2022. Luke
is a chartered management
accountant and was formerly
Group CFO of Nando’s Group
Holdings Limited, the global
restaurant business, which he
joined in 2017. Prior to this, he
held various finance roles at
SSP plc, including CFO of the
UK and US businesses and
Group Corporate Finance
Director, finishing his time as
Group Financial Controller.
Board skills and experience
Luke brings broad experience
to the Board from global
leisure businesses to lead the
finance function. Luke has
worked with the leadership
and stakeholders across
The Gym Group to ensure it
is well placed to capitalise
on the significant market
opportunities ahead.
Other appointments
None
Elaine O’Donnell
Senior Independent Director
Committees
Career
Elaine joined The Gym Group
in August 2022 and is Senior
Independent Director and
Chair of the Audit and Risk
Committee. She is also Chair of
the Board at The Beauty Tech
Group plc and Chair of the
Audit Committee and Senior
Independent Director at On
the Beach Group plc. She was
a Non-Executive at SThree plc
until 2025 and Chair of Games
Workshop plc until 31 December
2022, having served in various
roles on that Board. Elaine was
also a partner at Ernst & Young
and is a chartered accountant.
Board skills and experience
Elaine brings to the Board
extensive experience as a
non-executive director,
plc chair and committee
member of a diverse range of
businesses. Elaine’s financial
knowledge and expertise
in addition to her online
retail industry experience,
supports the Board in its
oversight of the Group’s
financial reporting and related
controls and provides valuable
insight onstrategic and
commercialmatters.
Other appointments
The Beauty Tech Group plc
Board Chair
On the Beach Group plc
Senior Independent Director
and Chair of the Audit
Committee
Other appointments
None
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
56
Key
Committees:
Nomination Committee Audit & Risk Committee Remuneration Committee Sustainability Committee Chair
Simon Jones
Non-Executive Director
Committees
Career
Simon joined The Gym Group
in February 2023 and is
currently the CEO for The
Travel Corporation Touring
Division. Prior to this role he
was CEO of Away Resorts,
Managing Director for Premier
Inn and Restaurants and
UK and Global Commercial
Director at Whitbread. Before
Whitbread, Simon had over
15 years’ experience as a
strategy consultant, latterly
asa partner at OC&C
StrategyConsultants.
Board skills and experience
Simon has extensive
commercial and operational
experience in building UK-wide
businesses whose customer
proposition is based on value
and quality, which supports
the Board’s discussions and
future growth plans.
Other appointments
The Travel Corporation,
Touring Division
CEO
Wais Shaifta
Non-Executive Director
Committees
Career
Wais joined The Gym Group
in February 2021 and is the
Chair of the Remuneration and
Sustainability Committees. He
is also the Chief Growth Officer
at The Co-operative Group,
Senior Independent Trustee
at the Football Foundation
and Operating Partner at
Samaipata. Previously, Wais
held executive and other
leadership positions at Just
Eat and Treatwell. He was also
the CEO of Push Doctor and
PrivateDoc and Non-Executive
Director at Reach plc and
Snappy Shopper.
Board skills and experience
Wais is an expert in digital
growth and transformation.
His background in leading
technology businesses gives
him a strong understanding of
the vital role technology plays
in our drive to remain relevant
to members. Wais’s experience
of healthcare businesses also
means he is well aligned with
our purpose to provide access
to affordable fitness for all.
Other appointments
The Co-operative Group
Chief Growth Officer
Football Foundation
Senior Independent Trustee
Samaipata
Operating Partner
Richard Stables
Non-Executive Director
Committees
Career
Richard joined The Gym
Group in August 2022 and is
a chartered accountant and
an experienced corporate
financier, having spent 32
years at Lazard. Currently,
Richard is a Partner at Fulcrum
Advisory Partners LLP, an
independent advisory firm,
a senior adviser to Blantyre
Capital and a Non-Executive
Director at Archer.
Board skills and experience
Richard brings his strong
experience of corporate
finance and understanding
of the UK financial markets
to support the Board in
its strategic direction and
decision-making, deepening
the Board’s skillset for
thefuture.
Other appointments
Fulcrum Advisory Partners
LLP
Partner
Blantyre Capital
Senior Advisor
Archer Ltd
Non-Executive Director
Tamsin Todd
Non-Executive Director
Committees
Career
Tamsin joined The Gym Group
in May 2025 and is currently
a Non-Executive Director at
Auction Technology Group,
where she is the Remuneration
Committee Chair, and Into
University Partnerships.
Prior to these roles she was
the Chief Executive Officer
of Findmypast, Managing
Director of Ski Holidays
at the TUI Group, Head of
E-commerce at Betfair and
held marketing, product and
commercial roles at Microsoft
and Amazon.
Board skills and experience
Tamsin has extensive product,
data and technology
experience in multi-site
businesses, which is invaluable
to the Board in itscontinued
overview of andstrategic
planning for theGroup.
Other appointments
Auction Technology Group
Non-Executive Director
Into University Partnerships
Non-Executive Director
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
57
EXECUTIVE COMMITTEE
Governance Report
Milan Juza
Chief Technology Officer
Milan provides strategic technology leadership, driving
market-leading innovation, business advantage and
agility through technology.
Catherine Ferma
Operations Director
Catherine provides operational leadership across 260+
gyms, delivering sector-leading member experiences
and leading key initiatives that support the business’s
growth ambitions.
Hamish Latchem
Chief Property Officer
Hamish provides strategic property leadership to
enable the Group’s accelerated growth, overseeing
property acquisition, estate and facilities management,
sustainability, as well as gym format and design.
Luke Tait
Chief Financial Officer
See Board biography on page 56.
Jon Baker
Operations Director
With 13 years at The Gym Group, Jon brings deep
business knowledge and leadership experience, driving
operational excellence at scale and strengthening the
foundations that support continued growth.
Will Orr
Chief Executive Officer
See Board biography on page 56.
Tina Koehler
Chief Commercial Officer
Tina provides strategic commercial leadership, shaping
the brand and commercial proposition to drive growth.
She oversees marketing, pricing and promotion, the
commercial proposition, and PR.
Nick Shelmerdine
Director of Strategy and Corporate Development
Nick leads growth strategy and corporate development,
playing a key role in shaping the Group’s strategic
direction and identifying new growth opportunities.
Ruth Jackson
Chief People Officer
Ruth leads the People function and strategy, driving
engagement, performance and culture to support
business growth. Ruth focuses on building and
sustaining high-performing teams through talent,
development and retention.
How the Board and Executive Committee work together
The Board and Executive Committee work together to ensure the robust governance of the business and successful
execution of our strategy. Over the year, the Board and Executive Committee continued to work closely on
delivering transformational change projects in strategy and the consumer proposition with a focus on ensuring
that the Group is well resourced, motivated and driven by our purpose to break down barriers to fitness for all.
From left to right, Executive Committee biographies below.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
58
CORPORATE GOVERNANCE STATEMENT
Governance Report
UK Corporate Governance Code
Compliance Statement
The UK Corporate Governance Code 2024 (the ‘Code’)
wasthe key governance measure for the financial year
ended 31 December 2025 (the Code can be found at
www.frc.org.uk). Throughout the reporting period, the
Company complied with the principles and provisions of
the Code, except for the following:
Provision 9
John Treharne was not considered independent on
appointment as Chair of the Board in July 2022 as he is the
founder of The Gym Group and formerly held the positions
of CEO until September 2018 and Founder Director until
July 2022.
During 2025, the Senior Independent Director consulted
with the Company’s major shareholders on John’s
continuation as Chair of the Board for the short to medium
term. In November 2025, this support was further bolstered
by the results of the internal review of John’s performance
in that capacity, which concluded that he continues to
be effective in role. Further details of the internal Board
performance review and the Board Chair succession
planning process may be found in the Nomination
Committee Report on pages 67 to 70.
Board Leadership and Company Purpose
Role of the Board
The Board is the principal decision-making body in the
Group. It is collectively responsible for promoting the
long term success of the business for the benefit of its
shareholders, achieving this through the creation and
delivery of sustainable shareholder value.
The Corporate Governance Statement forms part of the
Directors’ Report, which can be found on pages 88 to 90.
Our governance reporting follows the order of the
Code as set out below:
Board Leadership and
Company Purpose
Pages 59 to 60
Division of
Responsibilities
Page 61
Composition, Succession
and Evaluation
Pages 67 to 70
Audit, Risk and
Internal Control
Pages 71 to 74
Remuneration
Pages 77 to 87
THE BOARD
Nomination
Committee
(see Report on pages
67 to 70)
Audit and Risk
Committee
(see Report on pages
71 to 74)
Sustainability
Committee
(see Report on pages
75 to 76)
Remuneration
Committee
(see Report on pages
77 to 87)
The Board also carefully considers its wider stakeholders,
including colleagues, members and suppliers, when making
decisions. Further information can be found in our Section
172 Statement on pages 64 to 66.
In addition to setting the strategy of the business and
overseeing its implementation by management, the
Board provides leadership to the business on purpose,
culture, values and ethics, sustainability, monitoring overall
financial performance, and ensuring effective corporate
governance, stakeholder engagement and legal and
regulatory compliance. The Board is also responsible
for ensuring that effective internal control and risk
management systems are in place.
Board Committees
The Board has formally delegated certain governance
activities to its Board Committees to assist with fulfilling its
responsibilities – see the Board structure below. The Matters
Reserved for the Board and the Committees’ terms of
reference can be found on our website at www.tggplc.com.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
59
Company Purpose, Values and Culture
The Gym Group’s purpose is to break down barriers
to fitness for all, and the Board fully supports and
promotes this by conducting its business according to
our core values: take the first step, realness, friendliness
and challenging our limits. Our purpose and values are
reinforced by our people-first culture and investors’ and
other key stakeholders’ interests are at the forefront when
making decisions.
The Board has responsibility for and is satisfied that our
culture remains aligned with our purpose, values and
strategy and that it has been embedded throughout
the organisation. They discharge this duty through
constructive challenge and by monitoring compliance with
the applicable laws and regulations. They also review, or
approve as appropriate, the relevant policies, practices
and behaviours adopted throughout the business,
including its own conduct as a Board and the conduct of
its individual Directors (see the Nomination Committee
Report on pages 67 to 70).
During 2025, the Board had oversight of the Group’s culture
and how it is being embedded across the business, through
various formal updates, including those on:
y the effectiveness of the Group’s talent management
and performance appraisal processes and
remuneration structure. The Board was also updated
on revisions to the Company’s talent process, talent
framework and behaviours matrix, which are being
implemented through recruitment and performance
appraisals, among other means. These processes
are now further aligned to colleagues’ personal and
professional development, Next Chapter growth plan
objectives and remuneration outcomes;
y employee engagement survey results;
y the achievement of external awards namely, the gold
standard in the Investors in People and Investors in
Wellbeing accreditations, Level 3 Disability Confident
Leader status and the Gold Award for the leisure sector
from The Royal Society for the Prevention of Accidents;
y wider stakeholder engagement as set out in the
Section 172 Statement on pages 64 to 66 and our
Sustainability Report on pages 30 to 37;
y diversity and inclusion at Board and Executive
Management levels and across the wider business;
y risk management, internal control, anti-bribery, fraud
and whistleblowing arrangements as set out in the Audit
and Risk Committee Report on pages 71 to 74; and
y strategy, operations, health and safety, investor
relations, ESG and sustainability, governance and
technology from our Executive Management and
senior leadership team.
Key Areas of Focus During the Year
Most of the Board’s time was spent on strategy, followed
by financial, technology, governance and compliance,
which the Board considers to be appropriate. Minutes of all
Board and Committee meetings are taken by the Company
Secretary and circulated for comments and approval. Any
concerns raised, or challenges made, by a Director are
recorded in the minutes.
The following sets out the key areas of focus for the Board
during the year. Further details on 2025 outcomes and how
our key stakeholders were considered are set out on pages
64 to 66.
Strategy
y Strategy review and approval
y Site approvals and pipeline reviews
y ESG and sustainability matters
y Performance management and talent review of
Executive Management
y Functional reports including People,
Operations and Health and Safety
y Trading environment reviews and consideration
of market conditions
y Stakeholder engagement including feedback
received from investors, employees and other
key stakeholders
y Pricing and member plan reviews
Financial
y Business performance, including trading
updates and the market’s response to
announcements
y Preparation of the Annual Report and
Accounts, including full and half year
announcements
y Engagement with the Group’s banks
y Budget and financial planning
Technology
y Improved app and mobile web experience
y Technology investment and improvements
Governance and Compliance
y Approval of the Annual Report and Accounts
y Onboarding and development of Directors
y Succession planning and review of Board
performance and composition
y Diversity and inclusion matters
y Risk management and internal control
y Remuneration Policy considerations
y Legal and regulatory compliance
CORPORATE GOVERNANCE STATEMENT CONTINUED
Governance Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
60
Division of Responsibilities
The Board and its Committees have a scheduled
programme of meetings aligned to the updated strategy,
to ensure that sufficient time is allocated to each key area
and Directors’ time is used effectively. There is sufficient
flexibility for items to be added to the agenda, which
enables the Board to focus on key matters relating to the
business at the right time.
As at 31 December 2025, our Board comprised four
independent Non-Executive Directors, of which one acts
as Senior Independent Director, one non-independent
Non-Executive Director, two Executive Directors and the
Chair of the Board. Each of their responsibilities is listed
below and more information on their specific contributions
to thebusiness can be found in their biographies on
pages56to 57.
The Chair of the Board and the Non-Executive Directors
also met without the Executive Directors being present,
and the Senior Independent Director held discussions
with the Non-Executive Directors without the Executive
Directors or the Chair of the Board being present.
Directors were made aware of the key discussions and
decisions made at each of the four principal Committees;
this included the Chair of each Committee providing
summaries of the key matters discussed at each of their
respective meetings at the next Board meeting.
On the occasion that a Director is unavoidably unable to
attend a scheduled meeting, they receive a briefing from
the respective Chair, so that their comments and input
may be taken into account at the relevant meeting, and
the Chair provides an update to them after the meeting.
Roles and Key Responsibilities
Chair of the Board
y The leadership, effectiveness and governance of
the Board.
y Setting the agenda, style and tone of Board
discussions with a particular focus on
strategicmatters.
y Ensuring each Non-Executive Director makes an
effective contribution to the Board.
y Ensuring that the Directors receive accurate, timely
and clear information.
y Chairing the Nomination Committee.
y Promoting a culture of openness and debate.
y Facilitating constructive Board relations.
Chief Executive Officer (‘CEO’)
y Proposing the strategic objectives of the Group for
approval by the Board and delivering the strategic
and financial objectives in line with the agreed
purpose and strategy.
y Leading the Executive Committee and Senior
Management in managing the operational
requirements of the business.
y Providing clear and visible leadership of our
sharedvalues.
y Responsibility for the effective and ongoing
communication with colleagues and shareholders.
Chief Financial Officer (‘CFO’)
y Working with the CEO and Executive Committee to
develop and implement the Group’s strategic and
financial objectives in line with the agreed purpose
and strategy.
y Ensuring that the Group remains appropriately
funded to pursue the strategic objectives.
y Investor relations activities and communications
withshareholders.
y Monitoring the financial performance of the Group.
y Financial reporting including the preparation of the
Annual Report and Accounts.
Senior Independent Director (‘SID’)
y Acting as a sounding board for the Chair of the
Board and serving as an intermediary for the other
Directors as necessary.
y Acting as lead independent Non-Executive Director.
y Leading the Non-Executive Directors in the
performance evaluation of the Chair of the Board,
with input from the Executive Directors.
y Meeting with shareholders in the event that the
Chair of the Board or the Executive Directors are
unavailable and where otherwise appropriate.
Non-Executive Directors
y Constructively challenging management proposals
and providing advice in line with their respective
skills and experience.
y Helping develop proposals on strategy.
y Having a prime role in appointing and, where
necessary, removing Executive Directors.
y Contributing to succession planning at Board and
Senior Management levels.
Company Secretary
y Supporting the Chair of the Board and the Non-
Executive Directors with their responsibilities.
y Advising on regulatory, compliance and corporate
governance matters.
y Facilitating individual induction programmes for
Directors and assisting with their development
as required.
y Communications with shareholders and
organisation of the AGM.
y Keeping a record of Board and Committee
discussions and tracking actions.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
61
Board Meetings
The Board’s programme of meetings allows key areas of focus to be established and reviewed on a regular basis.
Scheduled Board meetings are predominantly held in person, with additional virtual and hybrid meetings facilitated
where required. Members of Executive Committee and Senior Management attend to support the Board’s assessment of
performance, discuss progress and agree key priorities. The below table shows the attendance of Directors at scheduled
Board and Committee meetings in 2025.
Board Skills and Composition
Information and Support
An agenda and accompanying papers are circulated
to the Directors prior to the relevant meetings, usually
a week in advance, via a secure digital platform. Given
the fast-paced nature of the business, certain relevant
information, such as the latest trading data up to the prior
day, is shared with Directors at Board meetings. These
include reports from Executive Directors on their areas of
responsibility and additional reports from other members
of Executive and Senior Management and external
advisers. Members of Executive and Senior Management
are often invited to present relevant matters to the Board.
All Directors have access to management should they
require additional information on any of the items to be
discussed, as well as the Company Secretary, should they
wish to discuss governance, procedural or administrative
matters. The Board and the Audit and Risk Committee also
receive regular and specific reports to allow the monitoring
of the Group’s system of risk management and internal
control (further details may be found in the Audit and Risk
Committee Report on pages 71 to 74).
The information supplied to the Board and its Committees
is kept under review and is formally assessed on an annual
basis as part of the Board performance review to ensure
it remains relevant and enables sound decision-making.
Further details on the 2025 internal Board performance
review may be found in the Nomination Committee Report
on pages 67 to 70.
Board
Nomination
Committee
Audit and Risk
Committee
Sustainability
Committee
Remuneration
Committee
John Treharne 8/8 2/2 N/A 3/3 N/A
Will Orr 8/8 N/A N/A 3/3 N/A
Luke Tait 8/8 N/A N/A N/A N/A
Wais Shaifta 8/8 2/2 4/4 3/3 3/3
Elaine O’Donnell 8/8 2/2 4/4 3/3 3/3
Richard Stables 8/8 2/2 N/A N/A N/A
Simon Jones
1
8/8 2/2 4/4 2/3 3/3
Tamsin Todd
2
6/8 1/2 2/4 2/3 1/3
1 Simon Jones was unable to attend the Sustainability Committee meeting held in June due to medical reasons. He attended all other meetings during the year.
2 Tamsin Todd joined the Board on 1 May 2025 and has attended all meetings since her appointment.
Director Independence
In line with the Code, John Treharne, Chair of the Board,
was not deemed independent on appointment given he
is the founder of The Gym Group and having previously
been an Executive Director of the Company. Non-
Executive Directors Wais Shaifta, Elaine O’Donnell, Simon
Jones and Tamsin Todd all of whom served during the
year, were deemed independent on, and during, their
appointments. As a result of his connections with one of
the Company’s major shareholders, Richard Stables was
not considered independent on appointment to the Board.
The independence of the Non-Executive Directors is closely
monitored by the Board on an ongoing basis.
Directors’ Conflicts of Interest
All Directors are required to declare to the Board any
interests that are potential or existing conflicts with the
interests of the Company. The procedure for declaring and
dealing with such conflicts is outlined in the Company’s
Articles of Association. A register of Directors’ conflicts is
maintained by the Company Secretary and reviewed by
the Board at least annually.
No Directors took on additional significant commitments
during the year, which impacted their ability to carry out
their duties to the Company. All Directors acted in line with
the Group’s conflicts procedures. As at 31 December 2025
and the date of this report, none of the Directors held a
material interest in any contracts that the Company, or
any subsidiary undertaking of the Company, is a party to.
CORPORATE GOVERNANCE STATEMENT CONTINUED
Governance Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
62
Training and Development
The Group has developed an induction programme
to provide new Directors with a formal and tailored
orientation that includes visiting several operational
locations and business and industry updates from key
members of management and external advisers.
The knowledge, skills, experience and diversity of the
Board as a whole and on an individual Director basis are
assessed each year using a skills and diversity matrix and
further evaluated as part of the Board performance review
process. These inform decisions on Board composition
and ongoing training and development opportunities
for Directors. The Board and Committee agenda items
also include briefings on a wide range of topics, such as
corporate governance, legal and regulatory updates.
Additionally, Directors have access to the advice and
services of the Company Secretary and independent and
professional external advisers at the Group’s expense,
should they determine that this is necessary to discharge
their duties.
Re-Election of Directors
On the recommendation of the Nomination Committee, the
Board considers all Directors to be effective, committed
to their roles and to have sufficient time to perform their
duties. In accordance with the Code and the Articles of
Association, John Treharne, Will Orr, Luke Tait, Elaine
O’Donnell, Richard Stables, Simon Jones and Tamsin Todd
will offer themselves up for re-election at the Company’s
AGM in May 2026. Wais Shaifta will not seek re-election.
The Board was pleased that the majority of shareholders
voted in favour of the resolution relating to the re-election
of John Treharne as a Director at the previous AGM held
in May 2025, with 79.19% of votes in favour. Nevertheless,
it is acknowledged that over 20% of shareholders voted
against the resolution. A statement setting out the
actions taken since the 2025 AGM has been disclosed
on our website, www.tggplc.com, and updates on a Board
Chair succession plan and our progress on meeting our
Board diversity targets can be found in the Nomination
Committee Report on pages 67 to 70.
All of the Directors’ service agreements and letters
of appointment will be available for inspection at the
Company’s registered office during normal business
hours from the date of the Notice of the 2026 AGM until
the conclusion of that meeting. On the date of the 2026
AGM, they will also be available at the meeting venue
forinspection.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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63
SECTION 172 STATEMENT
Governance Report
Section 172 (‘s172’) of the Companies Act 2006 requires the Directors to promote the
Group’s long term success for the benefit of its members, taking into consideration various
stakeholders’ interests and maintaining high standards of business conduct.
Key Stakeholders and the Effectiveness of our Stakeholder Engagement Tools
During the year, the Board reviewed its list of key stakeholders and the effectiveness of its stakeholder engagement tools,
taking into consideration relevant legal requirements, best practice guidance and comparative data. Based on the review,
the Board determined that ‘Government and Regulators’ be added as a key stakeholder. It was also determined that
existing engagement mechanisms remained effective in ensuring that they received up-to-date information on, and a
clear understanding of, stakeholders’ interests.
With respect to workforce engagement, employee listening sessions commenced towards the end of 2024 and carried
on into 2025. Sessions were held in London, Surrey, Leeds and Manchester, between colleagues from our Gym Support
and Gym Operations teams and the Workforce Engagement Director (‘WED’), John Treharne. On review of the feedback
received, the Board concluded that the listening sessions are a helpful tool in gathering colleagues’ views and fostering
an inclusive community, particularly regarding operational sites furthest away from London. Listening sessions were also
found to be complementary to employee engagement surveys, and the two taken together provide a rounded view of
colleagues’ interests. Going forward, listening sessions will be focused on key projects and initiatives, as a means of ensuring
management and the Board continue to gain a holistic view of the impact and experience from an employee perspective.
Our key stakeholders and main methods of engagement are as follows:
Stakeholders How we Engaged
Shareholders
Employees
Members
Suppliers
y Investor and analyst presentations and meetings
y Investor roadshows
y Annual General Meeting
y Site visits to our gyms
y Employee engagement and pulse surveys
y Externally conducted surveys, which resulted in the achievement of employer awards namely,
the gold standard in the Investors in People and Investors in Wellbeing accreditations and Level
3 Disability Confident Leader status
y Employee listening sessions with the WED
y Annual conference for gym managers and the Gym Support team
y Monthly hybrid all-staff meetings
y Executive Committee (‘ExCo’) and senior leadership team away days
y Bi-weekly all-staff emails from the CEO
y Reports from the Chief People Officer to the Board and the Nomination Committee on talent
pipeline, development and succession planning
y Regular review of members’ overall satisfaction scores, customer satisfaction scores and key
operational metrics
y Service review meetings with key suppliers
y Meetings between Directors and key corporate advisers in
and outside of Board and Committee meetings
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ANNUAL REPORT AND ACCOUNTS 2025
64
Employee Listening Sessions
Stakeholders How we Engaged
Communities
y Fundraising events for NHS Charities Together
y Working closely with local authorities primarily for health, safety and environmental
matters and fire safety, to ensure our gyms remain safe spaces for our members
y Recruiting from diverse candidate pools to ensure our workforce is reflective of the
communities in which we operate
y Gym staff driving our Social Value by actively engaging with new and existing members
to increase the frequency of members’ visits
Environment
Government
and Regulators
y See our Sustainability and TCFD Reports and the Sustainability Committee Report on
pages 30 to 37, 38 to 41 and 75 to 76, respectively
Lending Banks
y Regular engagement with our lending banks through meetings with the Group CFO
and ongoing communication on performance, strategy and capital allocation plans
y Participation in industry groups, including ukactive, and consultations on existing and
upcoming legal and regulatory developments including:
y the UK Supreme Court’s ruling on the interpretation
of ‘sex’ in the Equality Act 2010
y the Competition and Markets Authority’s (‘CMA’)
guidance on price transparency
y HMRC’s employer compliance review
y engagement with our health and safety and fire safety primary authority partners
2025 Outcomes and how we Considered our Key Stakeholders
Below are a few outcomes emerging from and examples of how our key stakeholders were considered during 2025.
Collectively, these outcomes contribute to the Group’s longevity ensuring an inclusive working environment for employees,
high value, low cost gym facilities for our members and a business that continues to prioritise compliance with its
legal and regulatory obligations and value creation for its shareholders. The Group’s commitment to maintaining high
standards of business conduct is and continues to be embedded in its purpose, values and culture as set out on page 60.
The WED provided anonymous reports to the wider Board on employee listening sessions. Key themes centred
around the communication of business focus areas and strategy to employees below management level, employees’
perception of leadership, culture, gym layout and maintenance, product offering, brand perception and our web-based
and app technology.
TGG’s leadership and culture were perceived positively. However, it was noted that gym staff would like to see greater
consistency in how business focus areas and strategy are communicated below management level. Colleagues felt that
the gym layout, maintenance and product offering were strong, but that gyms could benefit from better provision for
female members, higher standards of cleanliness and ensuring there is adequate gym kit available during peak hours.
In terms of branding, it was the view of some colleagues that a few of TGG’s competitors were doing more to appeal to
younger members, and while there had been great improvement with TGG’s membership app, there were some features
that colleagues felt could be further enhanced.
Much of the feedback received was already in discussion by the Board and Executive Management, and features
strongly in our strategic plans and initiatives as discussed in this section and throughout the Annual Report
andAccounts.
2026 Strategy Planning
Details of our Next Chapter growth plan can be found on pages 12 to 13. Improvements in the Board’s approach to strategic
discussions can also be found in the Nomination Committee Report on pages 67 to 70. During the planning process, all key
stakeholders were considered by the Board and the ExCo. The outcome is a strategy targeted at delivering sustainable and
long term growth for shareholders, an improved offering for members, an inclusive and progressive working environment
for employees, added Social Value for the communities we serve, impactful actions for the health of our planet and a Group
operating at high business standards and compliant with its legal, regulatory and contractual obligations.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
65
Improvements to our Gym Spaces
In our previous Annual Report and Accounts, we reported that we were starting to refresh the look and feel of our
gyms. During 2025, with oversight by our internal Property Committee and Board of Directors, and using research,
sustainability factors and feedback from our teams and members, we continued to develop and refine the new
elevated site format, to establish a fresh, compelling, contemporary design. This has been applied to all new gyms and
a scalable, cost-effective model has been developed for refurbishing the existing estate within our maintenance capital
expenditure budgets. Further details on the new elevated site format can be found on pages 17 to 18.
Investment in Major Technology and Data Platforms
In 2025, we started a programme of investment in our major technology and data platforms, which is ongoing. We are
introducing new member management and payment facilities, focused on a new set of market-leading business and
member capabilities, accelerating the pace of innovation and creating a step change in operational performance,
scalability and efficiency. This is a phased programme over 2025 and 2026, using proven technology delivered in
collaboration with leading solution providers. We expect these developments to accelerate the already strong progress
we are seeing from the Next Chapter growth plan.
We are carefully considering feedback from both internal and external stakeholders involved in operating these
systems, as well as from our members who rely on these capabilities to keep their data secure and to deliver a reliable,
high quality and overall great customer experience. Regular progress updates are provided to the Board directly by
theChief Technology Officer and through a dedicated Board Committee established to provide enhanced oversight
ofthe programme.
Legal and Regulatory Compliance
The Equality Act 2010
In April 2025, the UK Supreme Court ruled that the term ‘sex’ in the Equality Act 2010 refers to biological sex. Legal
advice on the impact to our business and our members has been obtained and members of management have joined
ukactive’s Supreme Court Ruling working group to contribute and gain insight on any changes. The Equality and
Human Rights Commission have also updated the relevant Code of Practice and awaits parliamentary approval. The
Sustainability Committee is kept up to date as the matter progresses. Any updates to our policies and operations will
be in compliance with our legal obligations and industry best practice, so far as they are appropriate, and will take into
consideration the interests of our members.
Failure to Prevent Fraud Offence (‘FTPF’)
FTPF became effective in September 2025. To ensure compliance, management under the oversight of the Board,
engaged with the Group’s corporate lawyers and relevant teams across the business to assess the risk of fraud and
existing controls and mitigations, and to identify gaps and next steps. This resulted in the preparation and approval by
the Board of an Anti-Fraud Policy as well as updates to other employee and supplier-related policies. Going forward, the
Board has delegated ongoing monitoring and oversight to the Audit and Risk Committee.
CMA Price Transparency Guidance
Guidance for businesses on the price transparency provisions of the Digital Markets, Competition and Consumers Act
2024 came into effect on 18 November 2025. Management under the oversight of the Board, engaged with the Group’s
corporate lawyers to ensure the correct interpretation of the guidance. Management also joined the CMA webinar held
in December 2025 and consulted with relevant teams across the Group to audit marketing channels and identify all
areas subject to compliance.
Audit Quality Review (‘AQR’) by the Financial Reporting Council (‘FRC’)
During 2025, the FRC conducted an AQR of the audit of the Group’s 2024 financial statements as part of their annual
inspection of our previous external auditors, Ernst & Young LLP. Further details can be found in the Audit and Risk
Committee Report on page 73.
2025 Outcomes and how we Considered our Key Stakeholders continued
SECTION 172 STATEMENT CONTINUED
Governance Report
Further details on engagement with our people, members,
communities and the environment can be found in our
Sustainability Report on pages 30 to 37.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
66
NOMINATION COMMITTEE REPORT
Governance Report
Dear Shareholder
I am pleased to present the Nomination Committee
(the ‘Committee’) Report, and to provide an update on
developments that took place during 2025.
Composition and Governance of the Committee
The Committee currently comprises four independent and
two non-independent Non-Executive Directors and meets
at least twice a year. In 2025, the Committee met on two
occasions. For more details on each of the Committee
members and their attendance at meetings, please see
pages 56 to 57 and 62, respectively.
Only members of the Committee are entitled to attend
meetings, however standing invitations are extended to the
Chief Executive Officer and the Chief People Officer. The
Company Secretary to the Board is also the Secretary to
the Committee.
Key Activities During the Year
y Recommended the appointment of a new Non-
Executive Director to the Board for approval.
y Reviewed the performance, diversity and composition
of the Board and its Committees and progress on
actions arising from previous performance reviews.
y Reviewed each of the Non-Executive Directors’
independence, skills, experience, knowledge and
timecommitments.
y Reviewed the Board Diversity and Inclusion Policy.
y Reviewed succession plans for the Board, Executive
Committee (‘ExCo’) and Senior Management and
overseeing the development of a diverse pipeline
forsuccession.
y Received updates on performance development plans
and actions taken for the ExCo and Senior Management.
y Received updates on employee engagement across
thebusiness.
y Recommended amendments to the Committee’s terms
of reference to the Board for approval.
y Recommended the re-election of Directors at the
Company’s upcoming AGM, to the Board.
Board composition
In our previous Annual Report and Accounts, we reported
that we sought to replace Emma Woods and David
Kelly, who both stepped down from the Board in 2023,
to ensure that we had adequate bandwidth as well as
the right balance of skills and expertise on the Board.
The Committee therefore led a formal recruitment
process based on merit and objective criteria taking
into consideration diversity and inclusion factors. The
Committee sought the support of external search agency,
Founders Keepers, for access to a diverse talent pool
and whose purpose and values are in alignment with the
Group’s. Founders Keepers did not perform any other
services for the Company during the year.
Role and Responsibilities of the Committee
The role of the Committee is to develop and maintain a
formal, rigorous and transparent procedure for making
recommendations on appointments and reappointments to the
Board. In addition, it is responsible for reviewing the succession
plans for Executive and Non-Executive Directors and senior
management. This involves regularly reviewing the:
y leadership needs of the Group with a view to ensuring its
continued ability to compete effectively in the marketplace;
y collective performance, structure, size and composition of
the Board to ensure it has an appropriate balance of skills,
diversity, experience, knowledge and independence, and
reporting and making recommendations to the Board with
regard to any changes; and
y knowledge, skills and experience of individual Board members
and reporting those results to the Board.
The Committee has formal terms of reference whichcan be
viewed on the Company’s website: www.tggplc.com.
Chair of the Committee John Treharne
Committee Members
Wais Shaifta
Elaine O’Donnell
Richard Stables
Simon Jones
Tamsin Todd
Number of Meetings
Heldin2025
2
John Treharne
Chair of the Nomination Committee
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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67
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
67
NOMINATION COMMITTEE REPORT CONTINUED
Governance Report
The process included development of a brief setting out
the Committee’s specifications for the role, preparation of
a shortlist of candidates, and interviews with several Board
members and members of Senior Management to assess
candidates’ skills, knowledge, experience and alignment
with our culture and strategy.
Following a formal, robust and transparent process,
including receipt of satisfactory references and
confirmation of any conflicts and time commitments, the
Committee recommended the appointment of Tamsin
Todd to the Board, which was approved with effect from
1May 2025. Tamsin’s biography can be found on page 57.
The Committee further approved a formal and tailored
induction programme designed to support Tamsin in
learning about the business, its culture, purpose, history
and strategy, its commercial proposition, and the
governance roles and responsibilities relevant to her duties.
Additionally, after five years of service, Wais Shaifta has
decided to step down from the Board. His retirement will
become effective at the end of the 2026 AGM. Succession
plans for the Remuneration and Sustainability Committee
Chair roles are in discussion and will be disclosed once
finalised later in the year.
Succession Planning at Board Level
The Committee regularly reviews its succession plans for
both Executive and Non-Executive Directors taking into
account short, medium and long term considerations,
governance requirements and the balance of skills,
knowledge and experience required on the Board.
During 2025, the Senior Independent Director (‘SID’) held
discussions with major shareholders on various governance
matters, including tenure and succession plans for my
role as Chair of the Board. Under the leadership of our
SID, there have been robust discussions by the Committee
on the latter, taking into consideration the UK Corporate
Governance Code, the Board’s dynamic and performance
and the views of our major shareholders. The Committee
concluded that I continue in role as Chair of the Board for
the medium term.
Succession Planning Beyond the Board
The Committee regularly reviews the composition, and
succession plans in place for members of the ExCo and
their direct reports. The Committee received a report
on the future model, capability and succession planning
for key roles within the wider business, focusing on the
ExCo and Senior Management with ongoing resource
requirements in mind.
In addition, the CEO regularly briefs the Board on the
performance of individual ExCo members and proposed
changes to that team. Whilst this activity does not take
place formally within the meetings of the Committee,
it does form part of its work in overseeing ExCo’s
development, the overall succession process and the
pipeline of talent available for succession to the Board.
Board members have regular contact with members of
the ExCo and Senior Management, through formal Board
presentations, attendance at annual strategy days,
and regular visits to the head office and other Group
sites, when Non-Executive Directors meet the team on a
less formal basis. Non-Executive Directors also mentor
and provide guidance to members of the Executive
Committee and Senior Management, subject to the
specific requirements of the mentee. Further details on the
members of the ExCo may be found in their biographies on
page 58.
Diversity and Inclusion
Our Group Diversity and Inclusion Policy states that no
individual should be discriminated against on the grounds
of age, disability, gender reassignment, marriage and
civil partnership, pregnancy and maternity, race (which
includes colour, nationality and ethnic or national origins),
religion or belief, sex or sexual orientation. Our policy is
reflected in our approach to recruitment at all levels and is
stated in our employee handbook which forms part of our
employees’ service contracts.
We also conducted our annual review of the Board’s Diversity
and Inclusion Policy during the year, which can be found on
the Group’s website. The policy sets out objectives that are
aligned with the FCA’s UK Listing Rules and governance best
practice, progress against which is reported overleaf.
We will be publishing our annual Gender Pay Gap Report
on our website in March 2026. Our mean gender pay
gap is 9.4% (9.4% in 2024). Our median pay gap remains
consistent with 2024 reporting at 0%, as most of our
employees undertake the same role and are therefore on
the same pay-rate, regardless of whether they are male
or female. Our Gender and Ethnicity Pay Gap reports will
provide further details on our figures and the actions we
are taking to address these gaps.
Gender diversity on the Board increased during the year
from 14% to 25%. We recognise that we did not meet the
recommendations in Listing Rule 6.6.6 (9) (a) (i) – the
requirement to have at least 40% of Board appointments
held by women and acknowledge that the composition of
the Board is a matter that needs to be kept under review,
especially with respect to diversity. We will continue to
evaluate the size and balance of the Board throughout
2026. Further details on the composition of the Board and
the Executive Committee relating to gender identity and
ethnic background as at 31 December 2025, can be found
overleaf and in the At a Glance section on page 55.
As at 31 December 2025, we had a total of 33% (662) and
67% (1,341) female and male employees, respectively. The
Executive Committee’s direct reports, comprising our
senior leadership team and certain heads of departments,
have 42% (nine) female and 57% (twelve) male members.
We believe we are making progress towards a more diverse
leadership in all areas, including gender and cultural
diversity, and are working towards a more representative,
diverse Board to reflect our workforce.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
68
We continue our commitment to diversity and inclusion by reviewing progress against our equality, diversity and inclusion
pledges and projects, which are aligned with our purpose of breaking down barriers. Details of relevant initiatives can be
found on page 34.
The demographic data sets (including special categories of data) collected from employees and candidates for the purpose
ofequal opportunities monitoring and reporting, are built into our HR information system (Workday) andprocesses.
Information on why we collect this data and how we process it is outlined in our Privacy Notices and is made available at
the point of disclosure along with a request for consent and agreement to the terms and conditions. Within the candidate/
employee onboarding journey, individuals are asked to complete a diversity and inclusion form within Workday. Disclosures
within this form are voluntary, with all data categories having the option of ‘prefer not to say’ (with the exception of gender).
Data is stored securely against the employees’ personal records with visibility restricted to select members of the People team.
Custom dashboards and reports have been built within Workday to collate employee data and enable real-time reporting.
Through collecting data in this way, we are also able to build notifications within Workday enabling us to carry out periodic data
drives to employees with incomplete data sets, requesting them to complete the diversity and inclusion form.
Board Diversity Objectives
To achieve and maintain, with respect to gender and ethnic
diversity at Board and Committee levels, any legal and regulatory
requirements particularly under the FCA’s Listing Rules,
recognising that unexpected changes in Board composition may
result in temporary periods when this balance is not achieved.
Our compliance with gender and ethnic diversity at Board
levelunder the FCA’s UK Listing Rules can be found in the At a
Glance section on page 55 and in thepie charts below.
To monitor progress in ensuring that a suitable number of
roles are held by women and persons from ethnic minority
backgrounds, at the Executive Committee level and below.
As is the annual practice, the Chief People Officer presented
a report setting out its analysis of employee positions held by
women and persons from an ethnic minority, as well as gender
and ethnicity pay gaps across all levels of the Group.
To continue to facilitate a culture of inclusivity among Board and
Committee members and to encourage active contributions from
all Directors, recognising that a clear tone and example must be
set at Board level.
Following the internal Board performance review conducted
during 2025, it was found that the culture and dynamics of the
Board and its meeting discussions continued to be effective and
were in line with the Company’s core values. These and other
related matters will continue to be reviewed on an annual basis.
To continue to adopt a formal, rigorous and transparent process,
taking into account diversity and inclusion, when considering
the appointment of Directors. The Board is committed to using
search firms that access talent from wide and diverse pools and
whose values and approach in identifying and proposing suitable
candidates, are aligned with the policy.
The procedure adopted for Tamsin Todd’s appointment to the
Board can be found on page 67 of this report.
The Committee’s terms of reference also set out the procedure
for the appointment of new Directors, which is in line with best
practice guidance.
Progress
2025
2024
Diversity of Board Members
Gender Ethnicity
25%
Female
12%
Ethnic minority
75%
Male
88%
White
14%
Ethnic minority
86%
White
14%
Female
86%
Male
2025
2024
33%
Female
Diversity of Executive Committee Members
Gender Ethnicity
67%
Male
100%
White
33%
Female
67%
Male
100%
White
See diversity tables for the Board and
Executive Committee on page 55.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
69
Board Performance Review
Previous Outstanding Actions Progress
2023: to assess the effectiveness of our workforce engagement
arrangements
Given employee listening sessions were only implemented at
the end of 2024 between myself, as the Workforce Engagement
Director, and colleagues in Gym Support and Gym Operations
across the UK, the review was deferred to 2025. The outcome of
that review can be found in the Section 172 Statement on pages 64
to 66.
2024: to review the Board’s approach to medium
and long term strategy discussions
The Board and ExCo commenced strategy discussions earlier
in the year than usual to agree focus areas and obtain advice
from external strategy consultants. The Board reflected and
agreed that the process had improved and allowed more time for
meaningful discussions. The revised approach would be continually
applied and refined over time. Further details on how stakeholders
were considered during the strategy process can be found in the
Section 172 Statement on pages 64 to 66.
During 2025, the Committee changed the timing of the Board performance review to commence in the Summer, so that
it was better aligned with the Company’s year end reporting timetable. The review was facilitated internally by the
Company Secretary using anonymous questionnaires, which were completed by members of the Board. The review
focused on the Board and its Committees’ composition, skills and behaviours, governance processes and support, the
quality of information received and activities undertaken during 2025. For the Board, the questionnaire also focused on
matters relating to strategy, risk, governance and investor and stakeholder engagement. The results were discussed at
the November Committee meeting and subsequently reported to the Board.
The key actions arising from the 2025 internal performance review were to:
y review the Committees’ composition, taking into account the recent appointment of Tamsin Todd; and
y review capital allocation plans to ensure their alignment with the Company’s long term strategy.
These actions are currently under way with updates to be disclosed later in the year and in the next Annual Report
and Accounts, as appropriate.
Individual appraisals on the performance of the Non-Executive Directors were also conducted and reviewed by me in my
capacity as Board Chair, with feedback from the CEO and CFO.
Additionally, other members of the Board led by the Senior Independent Director, completed a review of my performance
as Board Chair with respect to the reporting period and concluded that I remained effective in that capacity.
All Directors, with their consent, are submitted for annual re-election subject to continued satisfactory performance,
which is assessed each year. Based on the outcome of the 2025 internal performance review of the Board, its
Committees and the individual Directors it was concluded that all Directors continue to make valuable contributions,
exercise independent judgement and dedicate adequate time to their responsibilities. Accordingly, the Board, on the
recommendation of the Committee, has proposed the re-election of John Treharne, Will Orr, Luke Tait, Elaine O’Donnell,
Richard Stables, Simon Jones and Tamsin Todd at the 2026 AGM. Wais Shaifta has decided to step down from the Board
and therefore will not stand for re-election.
John Treharne
Chair of the Nomination Committee
11 March 2026
NOMINATION COMMITTEE REPORT CONTINUED
Governance Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
70
AUDIT AND RISK COMMITTEE REPORT
Governance Report
Dear Shareholder
As Chair of the Audit and Risk Committee (the ‘Committee’)
I am pleased to present this report for the year ended
31 December 2025.
Composition and Governance of the Committee
The Committee currently comprises four independent Non-
Executive Directors who bring a wide range of financial
and commercial expertise relevant to our market. The
Board is satisfied that as Chair, I have extensive, recent and
relevant financial experience and that the Committee as
a whole has a wide range of experience and competence
relevant to the sector in which the Group operates through
current and previous roles. We welcomed Tamsin Todd
to the Board and to the Committee in May 2025, whose
expertise includes technology, business strategy and
product management; all of which have been beneficial to
the Committee in fulfilling its duties. For more details on
each of the Committee members, see pages 56 to 57.
Whilst the management team and Chair of the Board
are not members of the Committee, a positive working
relationship is critical to the Committee’s proper function.
Only members of the Committee are entitled to attend
meetings, however standing invitations are extended to the
Chief Financial Officer, Finance Director, Chief Executive
Officer, Chair of the Board, the external and internal
auditors and other Non-Executive Directors.
In addition, the Committee also invites other senior finance
and business managers to attend certain meetings where
it is deemed appropriate. The Company Secretary to the
Board is also the Secretary to the Committee.
Luke Tait, as Chief Financial Officer, has responsibility
for all aspects of financial reporting, internal control and
risk management. At the request of the Committee, Luke
attends all Committee meetings and provides updates on
key matters.
In 2025, the Committee met on four occasions. Attendance
at those meetings is shown in the table on page 62.
In March 2025 and 2026, the Committee held private
sessions with the external auditors without members of
management being present.
Key Activities During the Year
y Reviewed and recommended for approval by the Board,
the 2025 half year and full year results for publication,
including related investor presentations.
y Considered significant accounting matters and
judgements in relation to the financial statements. This
included consideration of management’s approach and
the related comments of the external auditor.
Chair of the Committee Elaine O’Donnell
Committee Members
Wais Shaifta
Simon Jones
Tamsin Todd
Number of Meetings
Heldin2025
4
Role and Responsibilities of the Committee
y Reviewing the Group’s annual and half year financial
statements and accounting policies.
y Monitoring the integrity of the Group’s financial statements
and related announcements, including reviewing and
challenging any significant financial reporting judgements
contained therein.
y As requested by the Board, assessing whether the Annual
Report and Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy.
y Reviewing the Group’s risk management framework, including
principles, policies, methodologies, systems, processes,
procedures and people.
y Advising on the Group’s risk appetite.
y Monitoring compliance with internal control systems,
reviewing the overall effectiveness of the Group’s system
of internal control and risk management and making
recommendations to the Board for improvements
ordevelopments.
y Reviewing the programme and work of the internal
auditfunction and monitoring progress on follow
up actions.
y Agreeing the external auditor’s engagement terms, scope
and fees, monitoring and reviewing the effectiveness
and independence of the external auditor, and ensuring
appropriate policies are in place to protect independence.
y Reviewing the effectiveness of the Group’s whistleblowing,
anti-bribery and fraud prevention processes.
The Committee has formal terms of reference whichcan be viewed
on the Company’s website: www.tggplc.com.
Elaine O’Donnell
Chair of the Audit and Risk Committee
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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AUDIT AND RISK COMMITTEE REPORT CONTINUED
Governance Report
y Considered and recommended for approval
by the Board, the Group’s going concern and
viabilitystatements.
y Considered the requirements under the UK Corporate
Governance Code (the ‘Code’) concerning fair,
balanced and understandable reporting.
y Considered and recommended to the Board where
appropriate, matters relating to distributable
reserves, interim accounts filings and a share
buybackprogramme.
y Oversaw the successful transition to the Group’s
new external auditor, Grant Thornton UK LLP (‘GT’),
approved the scope of the external audit plan, audit
materiality and key focus areas and fees, and verified
theirindependence.
y Appointed PwC as internal auditors to provide
independent, objective assurance over the
effectiveness of risk management, control and
governance processes.
y Approved the approach to, and received progress
updates on, the readiness of the Group for reporting
under provision 29 of the Code.
y Assessed the effectiveness of the Group’s risk
management and internal control systems.
y Reviewed the outcome from the Group’s bi-annual
riskmanagement process, including assessment
oftheprincipal risks and risk appetite statements,
andapproved the Managing Risk section of this
AnnualReport.
y Approved amendments to the Group’s Whistleblowing
and Anti-Bribery and Anti-Corruption policies and
reviewed the effectiveness of those procedures.
y Reviewed the Committee’s terms of reference.
Significant Issues and Judgements Relating to the
Financial Statements
The Committee has the responsibility to monitor the
integrity of the Annual Report and Accounts and the Interim
Results, including a review of the significant financial
reporting matters and judgements contained in them.
At its meeting in September 2025, the Committee reviewed
a comprehensive paper prepared by the Finance Director,
which analysed the Group’s results for the half year and
highlighted any significant issues and judgements arising
in the preparation of the Group’s half year financial
statements. In early 2026, an updated paper was prepared
and reviewed, which supported the preparation of the
Group’s Annual Report and Accounts 2025. It also provided
information to support the Directors’ viability and going
concern statements. The Committee also considered a
paper prepared by the external auditor, which included
their findings in respect of the audit of the full year
financial statements and significant reporting and
accounting matters therein.
The most significant issues and judgements considered by
the Committee were as follows:
Impairment of CGUs – Property, Plant and Equipment
and Right of Use Assets
Consistent with prior years, as part of the year end
procedures, management has considered whether there
are any indicators of impairment in relation to tangible
assets, Right-of-Use assets and intangible assets, and
where such indicators are present, tested those assets
for impairment. The cash flow forecasts used in the
assessment were based on the Group’s three year financial
plan, together with assumed growth rates thereafter. A
number of significant judgements have been made by
management in relation to the impairment review process,
the most judgemental of which are considered to be the
determination of cash generating units (‘CGUs’) and the
determination of the discount rates to apply to the future
cash flows generated by each CGU.
The CGUs identified by management for both goodwill
and other asset impairment testing in 2025 are consistent
with those identified in the prior year. Nothing has come
to light in the year, or fundamentally changed in the way
the business operates, to suggest this would no longer be
appropriate.
The pre-tax discount rate applied to the CGU cash flows,
which was calculated by management using internal and
external data points and assumptions, has remained
unchanged at 11.0% (2024: 11.0%).
The impairment testing methodology and key
assumptions, including CGU determination and discount
rates, were reviewed and considered by the Committee
and the Committee is satisfied that the impairment
loss of £0.8m that has been recognised in the Group’s
financial statements for 2025 is appropriate. Please refer
to Notes 14 and 15 to the financial statements for further
information.
Accounting for Costs Associated with the New Member
Management and Payment Systems
During 2025, we commenced a programme of investment
to upgrade our major technology and data platforms,
including new member management and payment
capabilities. Management completed an assessment of
the accounting for the costs of the upgrade activities and
concluded that £4.5m of the costs incurred in 2025 met the
criteria under IAS 38 Intangible Assets for capitalisation;
the remaining £2.1m have been included in the Group
Income Statement under ‘Non-underlying operating items’.
Going Concern and Viability
The Committee reviewed and considered the paper
prepared by management to support the going concern
assumption in the financial statements and the longer
term viability assessment.
Consideration was given to the assumptions made in the
Group’s three year plan base case, the severe, but plausible
downside cases and the reverse stress tests.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
72
The viability assessment also included a review of the
principal risks facing the Group, their financial impact and
how they are managed, as well as the adequacy and timing
of renewal of the Group’s bank facilities. Following a detailed
review and discussion, the Committee concluded that the
Group has adequate resources to continue in operational
existence for the period to 30 June 2027 (the going concern
assessment period) and that the Group remains viable over
the period of the Group’s three year plan.
As well as the key judgements noted above, the Committee
also reviewed and considered other accounting matters,
including the capitalisation of staff costs, accounting for
changes to the Group’s bank facilities and the recognition
of deferred tax assets. In all instances, the Committee was
satisfied that the accounting treatment adopted, and the
classification and disclosure in the financial statements,
were appropriate; and that there were no material matters
requiring the Committee to make amendments to the
consolidated financial statements.
Fair, Balanced and Understandable
The Board recognises its duty to ensure that the Annual
Report and Accounts 2025, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the position,
performance, strategy and business model of the Group.
The Board has placed reliance on the following to form
thisopinion:
y the process by which the Annual Report and Accounts
2025 was prepared, including detailed project planning
and a comprehensive review process;
y the review of the Annual Report and Accounts 2025 by
the Committee, placing reliance on the experience of
the Committee members;
y reports prepared by senior management regarding
critical accounting judgements and significant
accounting policies;
y discussions with, and reports prepared by, the
externalauditor; and
y regular financial information received throughout the
year, including monthly KPIs.
As detailed in the Directors’ Responsibility Statement on
page 91, each of the Directors has confirmed that, to the
best of each person’s knowledge and belief, the Annual
Report and Accounts 2025, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy.
External Auditor Independence and Effectiveness
During the year, the Committee oversaw the successful
transition to the Group’s new external auditor, with no
disruption to audit quality or reporting timetables.
GT was appointed as the Group’s external auditor
followinga formal and robust tender process, which
concluded in December 2024 and was subsequently
approved by shareholders at the 2025 AGM. The
appointment was made having considered their
capabilities, experience andindependence.
Further details on the process can be found on page 87
ofthe 2024 Annual Report and Accounts.
As part of the annual reporting process, the Committee
reviewed the effectiveness and independence of the
auditor by:
y Reviewing the 2025 audit plan.
y Discussing the results of the audit, including their views
on material accounting issues and key judgements
and estimates.
y Meeting the auditor without management present
and understanding the extent to which the auditor
challenged management.
y Considering the robustness of the audit process.
y Meeting without the auditor present to consider
theirperformance.
y Confirming the independence and objectivity of
the auditor through a review of formal reports
presented to the Committee and considering whether
any other conflicts of interest exist which might
impactindependence.
y Confirming that no non-audit work was undertaken.
Based on its review, the Committee concluded that GT is
effective and independent.
External Auditor Fees
During 2025, management agreed to audit fees for the
Group of £310,000 for the year ended 31 December 2025
(2024: £400,000).
Non-Audit Services
In 2025 Ernst & Young, for the remainder of its
appointment as external auditor, and GT did not provide
any non-audit services to the Company or its subsidiaries.
In line with UK Independence Rules, the Committee is
responsible for approving all non-audit services provided
by the auditor. The Committee has a formal policy on the
supply of non-audit services by the Company’s auditor. All
non-audit services carried out by the Company’s auditor
are to be pre-approved by the Committee.
Engagement with Regulators
During the year, the FRC’s Audit Quality Review (‘AQR’)
team reviewed the audit of the Group’s 2024 financial
statements as part of their annual inspection of Ernst
& Young LLP. The findings from the review, none of which
were significant, were considered by the Committee and
nofurther action was deemed necessary.
Risk Management
Our risk management process and the risks which are
considered to be the principal risks of the Group, are
detailed in the Managing Risk section on pages 42 to 52.
During the year, the Committee reviewed the Group’s
risk management process and methodology and
considered the principal and emerging risks identified
by management, together with the adequacy of any
mitigating actions put in place to reduce each risk. In
addition, the Committee reviewed and approved the risk
appetite statements included in the Annual Report and
Accounts 2025, which are linked to our corporate purpose
and strategic ambitions and embedded into the Group’s
risk management process.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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73
The Committee discussed the risk in relation to IT
Dependency and agreed with management’s view that
this had temporarily increased as a result of the major
technology investment that is under way.
The Committee also discussed the continued high likelihood
for cyber attacks in light of ongoing geopolitical events.
The Committee was satisfied with the mitigations in place
to manage cyber risk, which include: the completion of
a biennial GDPR audit (last audit held in August 2024);
the Chief Technology Officer (‘CTO’) briefing the Board
on information security matters at least annually; all
employees being required to complete online training
courses for data protection and cybersecurity at least
once a year; and an ongoing programme of assessments
and accreditations testing the information security
environment. There have been no material information
security breaches in the last five years.
The Group’s emerging risks of Climate Change, AI and the
availability of Weight Loss Drugs were discussed by the
Committee. These will continue to be monitored.
Internal Control
The Committee has delegated responsibility from the Board
for reviewing the effectiveness of the Group’s system of
internal control, which includes financial, operational and
compliance controls and the risk management process.
The Group’s system of internal control is underpinned by
the following:
y A robust system of financial controls, including
appropriate segregation of duties within the
Finance team, clear delegation of authority rules,
an established balance sheet reconciliation and
review process, and a detailed monthly meeting with
the Finance Director and CFO to review the monthly
management accounts.
y The Group’s Code of Conduct and suite of policies
underpinned by procedures, operating standards
and employee training for each of our key functional
areas as appropriate. These cover areas ranging from
financial reporting, corporate compliance, information
security, and health and safety in gyms. Relevant
business areas and functions own these underlying
components of our internal controls environment and
are responsible for ensuring control processes and
activities are maintained and operate effectively.
y Regular meetings of various groups, including business
functions, senior management, sub-Committees and
the Board to discuss key trading, operational and
financial matters.
y A thorough budget and three year planning process
with outputs reviewed by the Board.
y Circulation of monthly reports to the Board containing
detailed information regarding financial and operational
performance and financial and non-financial KPIs, as
well as whistleblowing and compliance matters.
The Committee considers that it has complied with its
obligations under the Code in relation to the assessment
of risk and monitoring and the review of the effectiveness
of internal controls and risk management.
During the year, the Committee continued to oversee the
Group’s progress towards full compliance with Provision
29 of the Code. PwC, in their capacity as Internal Auditor,
delivered a number of workshops for members of the
Finance management team to support understanding
of the requirements, agree an approach to identifying
‘material controls’ and commence documentation of
those controls. In addition, enhancements to the internal
control framework in the year included commencing end-
to-end process mapping for key financial processes and
controls, clarifying ExCo ownership of principal risks and
aligning risk definitions, appetite and related controls
and mitigations, and using Internal Audit to provide
independent assurance over key financial controls and the
risk management framework. The Group intends to provide
more detailed disclosure on Provision 29 in the Annual
Report and Accounts 2026.
Internal Audit
During the year, the Committee approved the appointment
of PwC as the Group’s Internal Auditor, strengthening
independent assurance over key financial controls and the
effectiveness of the Group’s risk management framework.
PwC are also appointed as the Company’s remuneration
consultants. Further details can be found in the
Remuneration Committee Report on pages 77 to 87.
Whistleblowing
The Group encourages staff to report concerns which
they believe need to be brought to management’s
attention concerning any financial or other impropriety. All
colleagues are required to read our Group Whistleblowing
Policy and complete related mandatory training, both of
which contain details of our whistleblowing arrangements
and procedures should a member of staff wish to,
anonymously or otherwise, raise concerns in confidence in
respect of suspicions of wrongdoing or unethical conduct.
These concerns may be raised by colleagues to their line
manager or on an online portal anonymously, accessible
through a hyperlink on our staff intranet and in the
Policy. The Policy also prohibits bullying, harassment or
other detrimental treatment of colleagues who choose to
speakup.
The Committee last reviewed the policy in November 2025
and receives a report, at least annually, relating to any
whistleblowing matters raised and considers responses
where appropriate.
Elaine O’Donnell
Chair of the Audit and Risk Committee
11 March 2026
AUDIT AND RISK COMMITTEE REPORT CONTINUED
Governance Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
74
SUSTAINABILITY COMMITTEE REPORT
Governance Report
Dear Shareholder
I am pleased to present the Sustainability Committee
(the‘Committee’) Report and to highlight key
developments in 2025.
Composition and Governance of the Committee
The Committee comprises a combination of Board
members, Executive and Senior Management as permitted
under the Committee’s terms of reference, consisting of
four independent Non-Executive Directors, the Board
Chair, the Chief Executive Officer, the Chief Property
Officer and the Business Development and Sustainability
Director. The Committee meets at least three times a year,
and in 2025 met on three occasions. For more details on
Board and Executive Committee members and Board
members’ attendance at meetings, see pages 56 to 57
and 62, respectively. Only members of the Committee are
entitled to attend meetings, however standing invitations
are extended to the Chief Financial Officer, the Chief
People Officer, Head of Health & Safety and the Diversity,
Inclusion & Wellbeing Manager. The Company Secretary to
the Board is also the Secretary to the Committee.
After five years of service on the Board, I will be stepping
down from my positions as a Director of the Board and
Chair of the Sustainability Committee at the AGM in May.
Succession planning for the latter is underway and a
decision will be disclosed once finalised.
The Committee supports the Group in continually improving
its ESG and sustainability performance and reporting.
These matters are regularly discussed and reviewed by the
Board and its Committees, with the Group always striving to
exceed the expectations of our stakeholders.
Climate-related risks and opportunities are a standing
agenda item for the Committee, which provides Board-
level governance of climate-related issues. This includes
(but is not limited to) reviewing progress against our
goals and targets to achieve our science-based net zero
emissions targets and managing physical and transition
risks through our identified control measures. The Board
also has final sign-off on annual budget allocations and
strategic aims, including the planned expenditures for
carbon-related initiatives.
The sustainability working group, consisting of
representatives from the ESG, Equity, Diversity and Inclusion
(‘EDI’) and Health, Safety and Wellbeing workstreams,
convenes at least three times per year. It provides reports
to the Committee and Board on sustainability-related
matters. It also supports the Committee and Board in
their responsibility to oversee and ensure an effective
governance structure across the business, and the
successful execution of the sustainability strategy.
Chair of the Committee Wais Shaifta
Committee Members
John Treharne
Will Orr
Elaine O’Donnell
Simon Jones
Tamsin Todd
Hamish Latchem
Cornelia Woschek
Number of Meetings
Heldin2025
3
Role and Responsibilities of the Committee
y Assisting the Board in overseeing corporate responsibility,
climate, sustainability and reputational matters considering
the Group’s purpose, strategy and culture.
y Developing, upholding and promoting the Group’s
sustainability strategy, including evaluating materiality and
reviewing sustainability targets.
y Monitoring sustainability KPIs to measure delivery against
the Group’s strategy and targets relating to carbon emissions
and the Group’s environmental impact.
y Advising on managing the sustainability and climate-
related risks and opportunities for the Group and helping
tofacilitatetheir integration into decision-making and
strategy development.
y Liaising with members of the Board to agree capital allocation
towards climate risk and opportunity management, including
innovations to reduce greenhouse gas emissions, energy
consumption, water consumption and waste generation.
y Reviewing, and recommending for approval, the external
statements and disclosures made by the Group concerning
sustainability and ESG matters.
The Committee has formal terms of reference whichcan be
viewed on the Company’s website: www.tggplc.com.
Wais Shaifta
Chair of the Sustainability Committee
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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75
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
75
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
Key Activities During the Year
y Monitored gender and cultural diversity across the
Group at different levels of the workforce and how
these populations reflect our member population.
y Revised targets relating to ESG and sustainability at
The Gym Group, including a revision of our gender
balance targets.
y Received progress reports from the sustainability
workstreams: EDI; Sustainability; Health, Safety &
Wellbeing; and ESG.
y Recommended to Board for approval, external
sustainability disclosures and the Company’s annual
Sustainability and Committee reports.
y Revised the Committee’s terms of reference.
ESG and Sustainability
ESG and sustainability matters are crucial to our ability to
deliver on our purpose of breaking down barriers to fitness
for all. Our sustainability strategy centres on ‘healthy
people, healthy communities and a healthy planet’. It
has been developed to advance our purpose and build a
resilient business environment.
Delivering positive health and wellbeing benefits to our
members is at the heart of our business. By making high
quality exercise facilities more accessible to a larger part
of the population, we support our members in achieving
their goals. Measuring the positive impact exercise has
on society aligns with our purpose and drives commercial
success. The Committee is pleased to note the increase
in Social Value of 4% to £1bn in 2025, driven by more
members working out more frequently.
The global challenge of climate change presents local
impacts for our business, and we remain proactive in
addressing these by strengthening our sustainable
business model. Building on our 2023 Task Force on
Climate-Related Financial Disclosures (‘TCFD’) report,
we have made further progress in embedding climate
change management across our operations and have
enhanced our disclosures in alignment with the TCFD’s
recommendations. As outlined in our TCFD report on
pages 38 to 41, we believe our current business strategy
isresilient to various potential climate futures.
We remain fully committed to achieving our validated
science-based net zero targets and are engaging our
suppliers and customers to collaborate on this journey.
Reducing our own carbon footprint is a critical part of
our role in transitioning to a lower carbon economy,
and we will continue to drive the decarbonisation of
our estate by introducing innovative technology and
processes. TheCommittee is pleased with the progress
made in 2025, especially regarding the continued roll out
of Voltage Optimisation units and trials of low carbon
technology likeadvanced lighting controls and remote air
conditioning management systems. These developments
help informand advance our net zero transition plan, an
essential element that will help build resilience into our
business model.
Strategy
Sustainability, including the management of climate-
related issues, is fully integrated into our business
strategy. The environment is recognised as a critical
stakeholder that must be considered when reviewing and
guiding strategy, major plans of action, risk management
policies and annual budgets. One of the Committee’s
responsibilities is to assist the Board in articulating and
developing the Group’s sustainability strategy.
For more information on our strategy, please visit our
website at www.tggplc.com. Our Sustainability Report on
pages 30 to 37 explains our progress and performance
against our sustainability strategy in the areas identified in
our materiality assessment.
Risks and Opportunities
Our Board has overall responsibility for managing
the business risks and opportunities, including those
presented by climate change. Alongside the Executive
Committee and the relevant Board Committees, the
Board remains fully committed to managing risks and
opportunities that have the potential to influence
thebusiness.
The Committee supports the Board in developing its
understanding of climate and sustainability-related risks
and opportunities for the Group. Climate change has been
identified as an emerging risk for the business. This reflects
our understanding that managing climate-related risks
and opportunities will increasingly influence our financial
position and performance in the years to come. We outline
our full process for assessing risks in the Managing Risk
section on pages 42 to 52.
Further information on our sustainability governance
framework and other related matters can be found on the
Company’s website at www.tggplc.com.
Wais Shaifta
Chair of the Sustainability Committee
11 March 2026
SUSTAINABILITY COMMITTEE REPORT CONTINUED
Governance Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
76
REMUNERATION COMMITTEE REPORT
Governance Report
Dear Shareholder
I am pleased to present the Remuneration Committee
(the ‘Committee’) Report for the financial year ended
31December 2025.
Composition and Governance of the Committee
The Committee currently comprises four independent
Non-Executive Directors (‘NEDs’) and meets at least three
times a year. For more details on each of the Committee
members and their attendance at meetings, see pages 56
to 57 and 62, respectively.
Only members of the Committee are entitled to attend
meetings however, standing invitations are extended to the
Chief Executive Officer, the Chief Financial Officer and the
Chief People Officer (except when their own remuneration
is being directly discussed) and the Committee’s
remuneration advisers, PricewaterhouseCoopers LLP
(‘PwC’). The Company Secretary to the Board is also the
Secretary to the Committee.
After five years of service on the Board, I will be stepping
down from my positions as a Director of the Board and
Chair of the Remuneration Committee at the AGM in May.
Succession planning for the latter is underway and a
decision will be disclosed once finalised.
Key Activities During the Year
y Prepared the Directors’ Remuneration Report for the
financial year ended 31 December 2024.
y Reviewed the Board Chair’s fees.
y Reviewed the remuneration of the Executive Directors
and the Executive Committee.
y Assessed the final vesting outcome under the 2022
Performance Share Plan (‘PSP’) awards.
y Assessed the outturn of the 2024 TGG Incentive Plan.
y Set the performance measures, weightings and targets
for the 2025 TGG Incentive Plan.
y Approved a new bonus scheme for junior-level
employees in the Gym Support team.
y Approved a grant of options under the Save as You
Earn scheme.
y Reviewed and approved a Company wide pay review
for 2026.
Performance in 2025
The Group continued to build on strong trading
momentum, with revenue growth for the year up by 8%,
average members up 4%, average revenue per member
per month (‘ARPMM’) up 4% and like-for-like revenue
growth of 3%. Mature site ROIC in 2025 was also up 2% to
27%. We continued to make great progress against our
Next Chapter growth plan resulting in Group Adjusted
EBITDA Less Normalised Rent at £56.7m, ahead of the top
end of the 2025 forecast range. Further details on our
performance in 2025 can be found in the Strategic Report
on pages 6 to 53.
2025 TGG Incentive Plan Outcome
The maximum opportunity for Executive Directors under the
TGG Incentive Plan is 275% of salary, with 35% of the award
delivered in cash and the remaining 65% delivered in shares.
Role and Responsibilities of the Committee
y Preparing and recommending for Board and shareholder
approval, the Directors’ RemunerationPolicy and the
Directors’ Remuneration Report.
y Determining the levels of remuneration for Executive
Directors, Chair of the Board and ExecutiveCommittee.
y Reviewing workforce remuneration and relatedpolicies,
and the alignment of incentives and rewards withculture.
y Approving the overall parameters for annual salary reviews
and bonus plans of the Group’s employees.
y Recommending for Board and, where relevant, shareholder
approval, the design and operation of any employee
performance-related pay schemes and employee share
incentive schemes.
The Committee has formal terms of reference whichcan be
viewed on the Company’s website: www.tggplc.com.
Wais Shaifta
Chair of the Remuneration Committee
Chair of the Committee Wais Shaifta
Committee Members
Elaine O’Donnell
Simon Jones
Tamsin Todd
Number of Meetings
Heldin2025
3
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Governance Report
The deferred share element was granted on 13 March 2025
and will vest on the third anniversary of grant, subject to
the 2025 performance outcome, continued employment
and a performance underpin, as well as a two year post-
vesting holding period.
The performance targets for the 2025 TGG Incentive Plan
were based on Group Adjusted EBITDA Less Normalised
Rent (50%), Mature Site ROIC (30%), percentage of
customers visiting 4+ times per month (10%) and our
employee engagement score (10%).
The Group has delivered exceptional financial
performance again this year, with Group Adjusted EBITDA
Less Normalised Rent at £56.7m in line with the stretch
performance level set by the Committee at the start of
the year, and Mature Site ROIC at 27% being between
the target and stretch performance levels. Performance
against the non-financial measures has also been very
strong, with 54.6% of members visiting at least four
times per month being between the target and maximum
levels, and our Peakon employee engagement score (9.0)
exceeding the maximum level. The overall TGG Incentive
Plan outcome for 2025 was 88.4% of maximum.
The share element will vest in March 2028, subject to
continued employment and a performance underpin such
that, if Group Adjusted EBITDA Less Normalised Rent in
2026 or 2027 falls below the 2025 performance (£56.7m),
25% of the shares will lapse.
The Committee is confident that this outcome
appropriately reflects the performance delivered in 2025
as we continue to make progress towards our strategic
ambitions, and therefore did not exercise any discretion.
Further details are set out on page 81.
2023 PSP Outcome
On 29 March 2023, Luke Tait was granted an award under
the PSP, subject to performance conditions based on
Absolute TSR (40%), Relative TSR (40%) and Social Value
(20%). The Social Value metric was based on performance
for the year ending 31 December 2025. The performance
period for the Absolute and TSR metrics was the three year
period from the date of grant. Following his appointment
to the Board, Will Orr was granted an award under the PSP
on 13 September 2023, subject to the same performance
conditions except that the performance period for the
Absolute and Relative TSR metrics was aligned to the grant
date of the original awards to ensure alignment with the
awards for other participants.
The performance period for the Absolute and Relative
TSR metrics is not yet complete. However, the Committee
assessed the estimated vesting outcome based on
performance up to 27 February 2026 (the last practical
date prior to the finalisation of this report) to consider
whether this appropriately reflects the shareholder
experience and share price performance over the
performance period.
The review highlighted concerns that the estimated
outcome did not fairly reflect the performance delivered,
noting that the Company’s share price has increased by
c.100% since the March 2023 grant, Group Adjusted EBITDA
Less Normalised Rent has increased from £38.0m in 2022
to £56.7m in 2025 and ROIC has increased from 20.0%
to27.3%.
This disconnect is primarily driven by the averaging period
used in the TSR calculation. In line with typical market
practice, the Absolute and Relative TSR performance
measures were intended to be determined based on a
three month averaging period prior to the start and end of
the performance period (which commenced on the date of
grant). The start average share price was approximately
124p. However, the share price at the date of grant in
March 2023 was significantly lower (88.5p) following a
series of challenging trading and results announcements.
The number of shares subject to each participant’s award
was determined based on the 124p share price, and
therefore participants did not receive more shares as a
result of the lower share price.
However, this difference means that, at the date of grant,
the Company’s TSR performance was actually negative
versus the three month average start positioning (-29%),
making the targets significantly more stretching to achieve
than was originally intended. For example, to meet the
absolute TSR targets (+7.5% pa to +15% pa) requires TSR
performance from the date of grant of +20.3% p.a. to +28.7%
p.a. However, if the awards had been granted three months
later (in June 2023), this issue would not have arisen.
The Committee is cognisant of the long term shareholder
experience. However, the Committee also recognises that
this issue unfairly penalises the current Executive Directors,
given that Will Orr joined the Company in September
2023 after the share price decline and Luke Tait joined in
October 2022 with limited ability to significantly impact
the FY22 results. The Committee is also mindful of the need
to retain and motivate our strong leadership team, led by
Will and Luke, which has delivered excellent results since
their appointment, as outlined above.
The Committee consulted with major shareholders
and considered various options to address this issue,
and determined that it was appropriate to adjust the
measurement such that it is based on a three month
period beginning on the date of grant for the purpose
of the Absolute and Relative TSR measures (and with the
same approach also taken for the peers in the Relative TSR
comparator group) and better reflect the performance
over the actual period. Our major shareholders were
generally supportive of this approach.
Based on performance up to 27 February 2026, our current
estimate is that the Absolute and Relative TSR elements will
vest at 100% and 88.8% respectively. Performance against
our Social Value metric has been exceptionally strong, with
over £1bn of Social Value generated, and therefore this
element will vest in full.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
78
The overall estimated vesting level for the 2023 PSP is
therefore 95.5% of maximum, subject to the final outcome
of the TSR metrics.
Overall remuneration outcomes for 2025
The Committee carefully considered the performance
outcomes under variable pay schemes for 2025. The
Committee strongly believes that the TGG Incentive
outcome appropriately reflects the exceptional
performance delivered in 2025 as we continue working
towards our strategic ambitions, whilst the estimated 2023
LTIP outcome reflects the strong performance delivered
over the three year period.
The Committee recognises that the total remuneration
outcomes for our Executive Directors are higher compared
to previous years, but notes that this is partly driven by
a requirement of the reporting regulations as it includes
both the final LTIP award and the outcome of the TGG
Incentive Plan (which replaced the previous bonus and LTIP
structure from 2024).
Implementation of our Remuneration Policy
in 2026
Base Salary
A 3% increase to Will Orr’s and Luke Tait’s base salaries
was applied from 1 January 2026, to 450,883 and 334,184
respectively. This is below the average increase for the
wider workforce of 4.1%.
TGG Incentive Plan
The maximum opportunity for Executive Directors will be
275% of salary, with 35% of awards delivered in cash and
the remaining 65% delivered in shares.
The deferred share element is expected to be granted in
March 2026 and vest on the third anniversary of grant,
subject to the 2026 performance outcome, continued
employment and a performance underpin, as well as a two
year post-vesting holding period.
No changes are proposed to the performance measures
and weightings for 2025 and these will therefore remain
as Group Adjusted EBITDA Less Normalised Rent (50%),
Mature Site ROIC (30%), percentage of customers visiting
4+ times per month (10%) and our employee engagement
score (10%).
Chair of the Board and Non-Executive Director Fees
The fee for the Chair of the Board and the base and
additional fees for the NEDs were increased by 3% with effect
from 1 January 2026, in line with the Executive Directors.
Closing Remarks
I would like to thank shareholders for their continued
support throughout the year. Should you have any queries
or comments on this report, or more generally in relation to
remuneration, then please do not hesitate to contact me
via the Company Secretary.
I hope that you find the information in this report helpful
and informative, and I look forward to your continued
support at the 2026 AGM.
Wais Shaifta
Chair of the Remuneration Committee
11 March 2026
Overview of Current Policy Remuneration in 2025 Implementation for 2026
Reviewed annually.
Consideration given to performance of the
Group and the individual, responsibilities or
scope of the role, as well as pay practices in
relevant comparator companies.
Will Orr: £437,750
Luke Tait: £324,450
With effect from 1 January 2026:
y Will Orr: £450,883 (+3%)
y Luke Tait: £334,184 (+3%)
This is below the average increase for the
wider workforce of 4.1%.
Base Salary
Pension – maximum contribution of 4%
of salary, aligned with the majority of
the workforce.
Benefits – currently consist of private medical
cover and a car allowance. The Committee
reserves the discretion to introduce new benefits
where appropriate.
Executive Director pension levels in line
with the majority of the workforce.
Benefits in line with policy.
No change.
Pensions and Benefits
At a Glance: Remuneration Policy and Implementation
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
79
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
As disclosed in the Group’s announcement made on 30 August 2022, Richard Stables is currently a Partner at Fulcrum
Advisory Partners LLP (‘Fulcrum Partners’), an independent advisory firm, and a Senior Advisor to Blantyre Capital
(‘Blantyre’), which held c.6.1% of the Company’s shares as at 31 December 2025. While Richard has not been appointed as
a representative of Blantyre or any other shareholder, and Fulcrum Partners has ceased to provide advisory services to
Blantyre in relation to the Company, Fulcrum Partners is party to an incentive arrangement with Blantyre pursuant to
which Fulcrum Partners is entitled to certain cash payments contingent on the share price of the Company achieving
various price levels up to 600p per share, with a maximum cash value at those price levels equivalent to 305,641 shares in
the Company.
REMUNERATION COMMITTEE REPORT CONTINUED
Governance Report
Overview of Current Policy Remuneration in 2025 Implementation for 2026
The fees for the NEDs may include a basic fee
and additional fees for further responsibilities
(for example, when chairing Board Committees
or holding the office of Senior Independent
Director (‘SID’)).
No benefits are envisaged for the NEDs, although
the Company reserves the right to provide
benefits, such as travel and office support.
As Founder, John Treharne currently receives
certain benefits in line with his legacy provision.
With effect from 1 February 2025:
y Chair of the Board: £149,247
y Base NED fee: £59,483
Additional fee for:
y Senior Independent Director:
£5,250
y Chair of the Audit and Risk
Committee: £8,400
y Chair of the Remuneration
Committee: £8,400
With effect from 1 January 2026:
y Chair of the Board: £153,724 (+3%)
y Base NED fee: £61,267 (+3%)
Additional fee for:
y Senior Independent Director:
£5,408 (+3%)
y Chair of the Audit and Risk Committee:
£8,652 (+3%)
y Chair of the Remuneration Committee:
£8,652 (+3%)
The increase in fee for the Chair of the
Board and NED base fee is in line with the
Executive Directors and below the average
increase for the wider workforce of 4.1%.
NED Fees
Executive Directors are expected to build up a
prescribed level of shareholding equal to 200%
of salary. The Committee has the discretion to
amend, but not reduce, this level in future years.
A two year post-employment shareholding
guideline of 200% of salary (or actual
shareholding at leaving, if lower) applies
from leaving.
As at 31 December 2025, the
Executive Directors were working
towards meeting their shareholding
requirement, noting that:
y Will Orr joined the Board on
1 September 2023
y Luke Tait joined the Board on
17 October 2022
No change.
Share Ownership Guidelines
TGG Incentive Plan
Maximum of 275% of salary.
Subject to achievement of relevant performance
conditions.
Up to 35% of any award is paid in cash. The
balance (at least 65%) is delivered in shares
which are normally granted at the start of the
performance period (or shortly thereafter) and
will be reduced following the end of the year to
the extent that the relevant performance targets
are not met in full.
The resulting shares vest after a further two
years (i.e. three years after the date of grant)
subject to continued employment and the
satisfaction of one or more performance
underpins. The vested shares are then subject
toa two year post-vesting holding period.
Subject to malus and clawback provisions.
Maximum:
275% of salary
Performance measures for 2025:
y Group Adjusted EBITDA Less
Normalised Rent (50%)
y Mature Site ROIC (30%)
y Percentage of customers visiting 4+
times per month (10%)
y Employee engagement score (10%)
y Outcome was 88.4% of maximum
y Shares are subject to an underpin
such that 25% will lapse if 2026 and/
or 2027 Group Adjusted EBITDA Less
Normalised Rent is less than £56.7m
No change.
For the avoidance of doubt, shares will be
subject to a further underpin such that
25% will lapse if 2027 and/or 2028 Group
Adjusted EBITDA Less Normalised Rent is
less than the 2026 level.
The performance targets are considered
commercially sensitive at this time and will
be disclosed in next year’s report.
At a Glance: Remuneration Policy and Implementation continued
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
80
For the avoidance of doubt, no payments under this incentive have been made up to the date of this report and the cost
of any such payments are met in full by Blantyre, i.e. there is no cost to the Company.
Introduction
This report contains the material required to be set out in accordance with The Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (the ‘DRR Regulations’), as amended in 2013, 2018 and 2019.
Single Total Figure Table (audited)
The remuneration for Directors of the Company who performed qualifying services during 2025 is detailed below, with
prior year information provided for comparison purposes.
Salary/fees
Taxable
benefits
1
Pension
Total fixed
remuneration
Bonus/TGG
Incentive Plan
Long term
incentives
3, 4
Total variable
remuneration
Total
remuneration
(£’000s) 2024 2025 2024 2025 2024 2025 2024 2025 2024
2
2025 2024 2025 2024 2025 2024 2025
Executive Directors
Will Orr 425 438 15 14 17 18 457 469 1,153 958 – 976 1,153 1,934 1,610 2,403
Luke Tait 315 324 15 15 13 13 342 352 855 710 34 576 889 1,286 1,231 1,638
Chair of the Board and Non-Executive Directors
John Treharne 145 149 16 14 – – 161 163 – – – – – – 161 163
Elaine O’Donnell 71 73 – – – – 71 73 – – – – – – 71 73
Wais Shaifta 66 68 – – – – 66 68 – – – – – – 66 68
Richard Stables 58 59 – – – – 58 59 – – – – – – 58 59
Simon Jones 58 59 – – – – 58 59 – – – – – – 58 59
Tamsin Todd
5
– 40 – – – – – 40 – – – – – – – 40
1 Taxable benefits for the Executive Directors comprise a car allowance (£8,000 per annum) and private medical cover. Legacy benefits are provided to John
Treharne which include private medical and dental cover.
2 The 2025 TGG Incentive Plan figures represent the cash element of the award plus the value of the share element which is not impacted by the performance
underpin (based on the share price of £1.49 as at 31 December 2025). The value of the share element which may be impacted by the performance underpin will be
disclosed in the 2027 report to the extent that the underpin is met.
3 The 2023 PSP awards were subject to Absolute TSR (40% weighting), Relative TSR (40% weighting) and Social Value (20% weighting). The Social Value condition
was based on performance for the year ending 31 December 2025, but the performance period for the Absolute and Relative TSR conditions is the three year
period from 29 March 2023, which is not yet complete as at the date of this report. However, based on performance up to 27 February 2026 (the last practical
date prior to finalising this report), the estimated overall vesting outcome is 95.5%. The estimated value of the awards included above is based on the average
share price over the three month period ending on 31 December 2025 (£1.4233). Further details are set out on page 78 and the final outcome will be disclosed in
next year’s Annual Report.
4 The performance period for the Absolute TSR element of the 2022 PSP award for Luke Tait did not end until October 2025 and was therefore not complete at the
time of finalising last year’s report. Based on performance up to 31 December 2024, it was estimated that the Absolute TSR threshold performance level would
not be met and that the overall estimated vesting level would be 6.2%. The Committee confirmed this assessment following the end of the performance period.
The value included above has been restated for the share price of £1.37 at the vesting date (17 October 2025).
5 Tamsin Todd joined the Board as a NED on 1 May 2025 and the figures in the table above reflect her fees from this date.
2025 TGG Incentive Plan
For 2025, the overall TGG Incentive Plan maximum for Executive Directors was 275% of salary. In accordance with the
Directors’ Remuneration Policy, 35% of awards are delivered in cash following the end of the performance period, and
the remaining 65% is delivered in shares which vest on the third anniversary of grant, subject to the 2025 performance
outcome, continued employment and a performance underpin, as well as a two year post-vesting holding period.
For 2025, the share element of the award was granted to Will Orr and Luke Tait on 13 March 2025. Awards were granted in
the form of nominal value (£0.0001) options.
Executive Date of grant Award level
1
Face value of award
Share price
used for grant
2
Number of
shares awarded
Will Orr 13 March 2025 178.75% of salary (65% of award) £782,477 £1.3192 593,145
Luke Tait 13 March 2025 178.75% of salary (65% of award) £579,953 £1.3192 439,625
1 Reflects the proportion of the maximum award amount that may be delivered in shares. The number of shares is reduced following the end of the 2025
performance period to the extent that the relevant performance targets are not met in full.
2 Based on the five day average share price up to the date of grant.
For 2025, performance was based on four metrics, with 80% based on financial targets (Group Adjusted EBITDA Less
Normalised Rent and Mature Site ROIC), and the remaining 20% based on strategic objectives (membership visits and
employee engagement).
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
81
REMUNERATION COMMITTEE REPORT CONTINUED
Governance Report
Measure Weighting
Threshold
(20%)
Target
(60%)
Maximum
(100%) Actual
Outcome
(% of
max)
Weighted
outcome
(% of max)
Group Adjusted EBITDA Less Normalised Rent 50% £49.3m £53.0m £56.7m £56.7m 100% 50%
Mature Site ROIC 30% 26.1% 27.1% 28.1% 27.3% 68% 20.4%
% of members visiting 4+ times per month 10% 53.1% 54.1% 55.1% 54.6% 80% 8%
Employee engagement score 10%
Median
(7.9)
Upper
quartile
(8.4)
Upper
decile
(8.7)
Above
upper decile
(9.0) 100% 10%
Overall 100% 88.4%
The table below sets out the 2025 TGG Incentive Plan awards for the Executive Directors:
2025 opportunity
2025 outcome
(% of max)
2025 outcome
(face value)
Will Orr
Cash
96.25% of salary
(35% of award)
88.4%
£372,460
(85.1% of salary)
Shares
593,145 shares
(65% of award)
524,340 shares*
Luke Tait
Cash
96.25% of salary
(35% of award)
88.4%
£276,058
(85.1% of salary)
Shares
439,625 shares
(65% of award)
388,628 shares*
* The share element of the award is subject to an underpin, such that 25% of the shares will lapse if Group Adjusted EBITDA Less Normalised Rent in 2026 and/or
2027 falls below the level achieved in 2025 (£56.7m).
In accordance with the DRR Regulations, the value included in the 2025 single figure table is the cash element of the
award, plus the value of the share element which is subject to continued employment only (75% of the shares). This
equates to £958,410 for Will Orr and £710,350 for Luke Tait (based on the share price of £1.49 as at 31 December 2025).
As at 31 December 2025, the remainder of the share element (25% of the shares) is worth £195,317 for Will Orr and £144,764
for Luke Tait. The outcome of the performance underpin will be disclosed in the 2027 report, including the vesting value of
these shares (to the extent that the underpin is met).
Vesting Outcome of 2022 and 2023 PSP Awards
Final Vesting Outcome for 2022 PSP Awards
Following his appointment to the Board, Luke Tait was granted an award under the PSP on 17 October 2022 based on
Absolute TSR, ROIC in Mature Estate, and Cumulative Adjusted Group Operating Cash Flow. The performance period for
the Absolute TSR condition was not complete at the time of preparation of the 2024 Annual Report and Accounts, but the
overall vesting outcome was estimated at 6.2% based on performance up to 31 December 2024. Following the end of the
performance period, the final outcome was confirmed as 6.2% vesting, as outlined in the table below.
Performance measure Weighting
Threshold
(20% vests)
Maximum
(100%
vests) Actual
Outcome
(% of max)
Outcome
(% of award
vesting)
Absolute TSR 50% 300p 375p 145.1p 0% 0%
ROIC in Mature Estate 25% 25% 30% 25.3% 24.8% 6.2%
Cumulative Adjusted Group Operating Cash Flow 25% £135m £150m £110.2m 0%
Total 100% 6.2%
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
82
Estimated Vesting Outcomes for 2023 PSP Awards
On 29 March 2023, Luke Tait was granted an award under the PSP, subject to performance conditions based on Absolute
TSR, Relative TSR and Social Value. The Social Value metric was based on performance for the year ending 31 December
2025. The performance period for the Absolute and TSR metrics is the three year period from the date of grant.
Following his appointment to the Board, Will Orr was granted an award under the PSP on 13September 2023, subject to
the same performance conditions except that the performance period for the Absolute and Relative TSR metrics was
aligned to the grant date of the original awards (i.e. the three year period from29March2023) to ensure alignment with
the awards for other participants.
As outlined in the Chair’s Statement, the Committee determined that the measurement approach for the TSR metrics
should be adjusted such that it is based on a three month average beginning on (rather than ending on) the date of grant.
Details of the final outcome in relation to the Social Value metric are set out below. The performance period for the
Absolute and Relative TSR metrics is not yet complete and therefore the figures below represent the estimated outcomes
based on performance up to 27 February 2026 (the last practical date prior to finalising this report).
Performance measure Weighting
Threshold
(20% vests)
Maximum
(100% vests) Actual
Outcome
(% of max)
Outcome
(% of award
vesting)
Absolute TSR 40% 7.5% pa 15.0% pa
22.1% pa
(estimated)
100%
(estimated)
40%
(estimated)
Relative TSR (vs FTSE Small Cap exc ITs) 40% Median
Upper
quintile
Between
median
and upper
quintile
(estimated)
88.8%
(estimated)
35.5%
(estimated)
Social Value generated in FY25 20% £700m £900m £1,002m 100% 20%
Total 100% 95.5%
The estimated resulting number of shares expected to vest is therefore as follows:
Executive
Number of
shares granted
Vesting outcome
(estimate)
Number of shares
vesting (estimate)
Value of estimated
shares vesting
1
Will Orr 717,697 95.5% 685,581 £975,787
Luke Tait 423,797 95.5% 404,832 £576,197
1 Based on the average share price over the three month period up to 31 December 2025 (£1.4233).
The 2023 LTIP awards for Will Orr and Luke Tait were granted based on a three month average share price up to the day
prior to the grant date of 103.63p and 123.88p respectively. Of the estimated vesting values above (which are based on
a three month average share price up to 31 December 2025 of 142.33p), £265,320 and £74,692 are attributable to share
price appreciation for Will Orr and Luke Tait respectively.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
83
REMUNERATION COMMITTEE REPORT CONTINUED
Governance Report
Statement of Directors’ Shareholding and Share Interests (audited)
The table below details, for each Director who served during the year, the total number of Directors’ interests in shares at
31 December 2025:
Awards subject to continued employment
Awards subject to
performance conditions
Director
Ordinary
shares
1
Matching
shares
awarded
under SIP
(shares)
Sharesave
awards
(options)
PSP/DSBP
awards
(nominal
cost
options)
TGG
Incentive
Plan
PSP
awards
(nominal
cost
options)
TGG
Incentive
Plan
Vested but
unexercised
options
Total
shareholding
and share
interests
Shareholding
requirement
met?
Executive Directors
Will Orr 36,385 – – 9,488 504,855 717,697 761,430 246,067 2,275,922 No²
Luke Tait 64,210 – – 20,094 374,187 423,797 564,354 284,445 1,731,087 No²
Chair of the Board and Non-Executive Directors
John Treharne 1,629,053 1,764 – – – – – 170,553 1,801,370
Wais Shaifta – – – – – – – – –
Elaine O’Donnell 45,000 – – – – – – – 45,000
Richard Stables 250,000 – – – – – – – 250,000
Simon Jones – – – – – – – – –
Tamsin Todd – – – – – – – – –
1 Includes shares held by connected persons.
2 Executive Directors are required to build up a shareholding of at least 200% of salary. For this purpose, the shareholding includes all beneficial shareholdings,
vested but unexercised options (on a net of tax basis) and unvested shares subject to continued employment only (on a net of tax basis). As at 31 December 2025,
Will Orr and Luke Tait were still working towards this requirement (150% and 196% of salary respectively).
No Directors exercised share options during the year.
There were no changes in the Directors’ shareholdings and share interests between 31 December 2025 and the date of
this report.
Performance Graph and CEO Remuneration Table
The graph below shows the total shareholder return (‘TSR’) performance of an investment of £100 in The Gym Group plc’s
shares from its listing in November 2015 to the end of the period, compared with a £100 investment in the FTSE SmallCap
Index over the same period. The FTSE SmallCap (excluding Investment Trusts) Index was chosen as a comparator because
it represents a broad equity market index of which the Company is a constituent. The TSR was calculated in accordance
with the DRR Regulations.
Total Shareholder Return (TSR)
31 Dec
2021
31 Dec
2022
31 Dec
2025
31 Dec
2024
31 Dec
2023
06 Nov
2015
31 Dec
2017
31 Dec
2015
31 Dec
2016
31 Dec
2018
31 Dec
2019
31 Dec
2020
225
200
175
150
125
100
75
50
25
0
FTSE Small Cap IndexThe Gym Group plc
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
84
The table below details certain elements of the CEO’s remuneration over the same period as presented in the TSR graph:
CEO
Single figure of total
remuneration (£’000)
Annual bonus/TGG Incentive
Plan outcome (% of maximum)
Long term incentive
outcome (% of maximum)
2016 John Treharne 314 27. 2% N/A
2017 John Treharne 431 74.3% N/A
2018
1
John Treharne 273 16.0% 41.7%
2018
1
Richard Darwin 97 16.0% 41.7%
2019 Richard Darwin 537 35.1% 72.5%
2020 Richard Darwin 336 0% 0%
2021 Richard Darwin 484 44.7% 0%
2022 Richard Darwin 382 0% 0%
2023
1
Richard Darwin 150 84% 0%
2023
1
Will Orr 574 83% N/A
2024 Will Orr 1,610 98% N/A
2025 Will Orr 2,403 88.4% 95.5% (estimate)
1 The 2018 figures represent the single figure of total remuneration for John Treharne for the period to 17 September 2018, and for Richard Darwin from that date.
The 2023 figures represent the single figure of total remuneration for Richard Darwin for the period to 24 March 2023, and for Will Orr from 1 September 2023.
2 No long term incentive awards vested in 2016 or 2017.
Annual Percentage Change in Remuneration of Directors and Employees
The percentage change in remuneration of the Directors and employees of the business over the last five years were
asfollows:
Executive Directors Chair of the Board and Non-Executive Directors
Element Employees Will Orr Luke Tait
John
Treharne
Wais
Shaifta
Elaine
O’Donnell
Richard
Stables
Simon
Jones
Tamsin
Todd
% change from 2020 to 2021
Salary/fees 6% N/A N /A 36% N/A N/A N/A N/A N/A
Benefits 29% N/A N/A 42% N/A N/A N/A N/A N/A
Bonus 100% N/A N /A N/A N/A N /A N/A N/A N/A
% change from 2021 to 2022
Salary/fees 11% N/A N/A (40)% 0% N/A N/A N/A N/A
Benefits 4% N/A N/A 23% N/A N/A N/A N /A N/A
Bonus 720% N/A N/A N/A N/A N /A N/A N/A N/A
% change from 2022 to 2023
Salary/fees 9% N/A 0% 19% 0% 0% 0% N/A N/A
Benefits 19% N/A 25% 20% N/A N/A N/A N/A N/A
Bonus (29)% N /A 171% N/A N/A N /A N/A N/A N/A
% change from 2023 to 2024
Salary/fees 9% 0% 5% 5% 5% 5% 5% 5% N/A
Benefits 27% (11)% 48% 27% N/A N/A N /A N/A N /A
Bonus 53% 227% 247% N/A N /A N/A N/A N/A N/A
% change from 2024 to 2025
Salary/fees 7% 3% 3% 3% 2% 2% 3% 3% N/A
Benefits (7)% (4)% (2)% (13)% N/A N/A N/A N /A N/A
Bonus 110% (17)% (17)% N/A N/A N/A N/A N/A N/A
1 The strict legal requirement is to only provide details of employees of The Gym Group plc. As the listed entity has very few employees, we have decided to
voluntarily disclose in respect of all The Gym Group employees.
2 The average percentage change in employee remuneration was calculated using the movement in mean values (in respect of each element of remuneration)
between the relevant years. The relevant mean values were calculated by dividing the aggregate total of each element of remuneration for all Group employees
during the year (calculated on an FTE basis) by the total number of Group employees.
3 Luke Tait and Will Orr joined the Board on 17 October 2022 and 1 September 2023 respectively. Figures have been calculated on an annualised basis.
4 Wais Shaifta joined the Board on 1 February 2021, Elaine O’Donnell and Richard Stables joined the Board on 30 August 2022, Simon Jones joined the Board on 6
February 2023 and Tamsin Todd joined the Board on 1 May 2025. Figures have been calculated on an annualised basis.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
85
REMUNERATION COMMITTEE REPORT CONTINUED
Governance Report
CEO to Employee Pay Ratio
The table below shows how the CEO’s total remuneration compares to the full-time equivalent total remuneration of UK
employees ranked at the 25th, 50th and 75th percentile.
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2019 Option C 30:1 27:1 14:1
2020 Option C 19:1 19:1 13:1
2021 Option C 26:1 25:1 24:1
2022 Option C 20:1 19:1 16:1
2023 Option C 34:1 33:1 27:1
2024 Option C 69:1 66:1 50:1
2025 Option C 95:1 94:1 67:1
As the hourly rates for gender pay gap purposes for significant numbers of employees are the same, it is not possible to
identify appropriate representative quartile employees from this data alone and therefore Option C is used. The lower
quartile, median and upper quartile employees were initially identified using the approximate full-time equivalent total
actual pay of all employees for the financial year (based on employees of the Group as at 31 December 2025).
A full-time equivalent total pay and benefits figure for the financial year to 31 December 2025 was then calculated for
each of those employees. This was also sense checked against a sample of employees with full-time equivalent total
actual pay on either side of the identified individuals to ensure that the appropriate representative employee is selected.
Each employee’s pay and benefits were calculated using each element of employee remuneration on a full-time
basis, consistent with the CEO. Where required, remuneration was approximately adjusted to be full-time and full year
equivalent based on the employee’s average full-time equivalent hours for the year and the proportion of the year they
were employed. No other adjustments were made.
The salary and total pay and benefits of the employees at the 25th percentile, the median and the 75th percentile for
2025 are shown below:
25th percentile Median 75th percentile
Salary £25,173 £25,497 £35,000
Total pay and benefits £25,173 £25,497 £36,050
The 2025 ratios are higher than 2024 – as noted in the Chair’s Statement, the 2025 single figure for our Executive
Directors is higher than a typical year as it includes both the (legacy) 2023 LTIP vesting and the 2025 TGG Incentive Plan
(which replaced the previous bonus and LTIP structure in 2024). The outcomes of both of these schemes reflect the strong
performance over 2025 (in the case of the TGG Incentive Plan) and over the last three years (in the case of the 2023 LTIP).
Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors including
market practice, experience and performance in role. The Committee also notes that the CEO’s remuneration package
is weighted more heavily towards variable pay (namely the TGG Incentive Plan) than those of the wider workforce due to
the nature of the role, consistent with our reward policies. This means the ratios are likely to fluctuate depending on the
performance of the business and associated outcomes of incentive plans in each year. Furthermore, the Committee is
satisfied that our pay and broader people policies drive the right behaviours and reinforce the Group’s values which in
turn drive our culture. For these reasons, the Committee believes that the ratios are consistent with these policies.
Relative Importance of Spend on Pay
The table below details the change in total staff pay between 2024 and 2025 compared with distributions to shareholders
by way of dividend, share buy backs or any other significant distributions or payments:
2025
(£’000)
2024
(£’000) % change
Total gross staff pay 46,251 40,536 14.1%
Dividends/share buy back(s) – – –
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
86
Summary of Shareholder Voting
The following table shows the results of the advisory vote on the 2024 Directors’ Remuneration Report at the 2025 AGM
and the binding vote on the Directors’ Remuneration Policy at the 2024 AGM:
Approval of the 2024
Directors’ Remuneration Report (2025 AGM)
Approval of the
Directors’ Remuneration Policy (2024 AGM)
Total number of votes % of votes cast Total number of votes % of votes cast
For (including discretionary) 107,057,376 93.47% 88,041,742 77.32%
Against 7,483,227 6.53% 25,820,467 22.68%
Votes withheld 3,198 – 3,953,624 –
Engagement with Employees
In early 2025, we engaged with relevant employees to explain their variable pay outcomes. The outcome of the 2024 TGG
Incentive Plan was communicated to participants in March 2025 by the relevant Executive Committee member for their
team and were available to answer any questions on the scheme. Participants below Board level may have an element of
their award subject to personal performance, depending on their grade, but the corporate outcome for all participants
is the same and therefore aligned with the outcome for Executive Directors. Other employees who do not participate
in the TGG Incentive Plan, but are eligible for a cash bonus, similarly received confirmation of their bonus outcome in
March2025.
Advisers to the Remuneration Committee
The Committee appointed PwC as external independent remuneration advisers to the Committee following a competitive
tender process in early 2023. PwC advised the Company on all aspects of the remuneration for Executive Directors and
the senior management team. PwC received fees of £71,875 plus VAT for their advice during the year to 31 December 2025,
partly on a fixed fee and partly on a time and materials basis.
PwC is a member of the Remuneration Consultants Group and the voluntary code of conduct of that body is designed to
ensure objective and independent advice is given to remuneration committees. During 2025, PwC was also appointed as
the Group’s Internal Auditor. There are processes in place to ensure the advice received by the Committee is independent
of any support provided to management. The Committee is therefore of the view that PwC provided independent
remuneration advice to the Committee and does not have any connections with the Group or any Director that may
impair their independence.
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved at the AGM on 9 May 2024 and took effect from that date. The full
version of the Policy can be found within the Notice of 2024 AGM which is available on our website at:
www.tggplc.com/investors.
Malus and Clawback
The Remuneration Committee may apply malus and clawback to awards under the TGG Incentive Plan and legacy awards
made under the PSP, Deferred Share Bonus Plan (‘DSBP’) and the annual bonus. The circumstances where these powers of
recovery may operate are where:
y the Company materially misstated its financial results for any reason and that misstatement would result or resulted
either directly or indirectly in an award being granted or vesting to a greater extent than would have been the case
had that misstatement not been made;
y the extent to which any performance target and/or any other condition was satisfied was based on an error, or on
inaccurate or misleading information or assumptions which resulted either directly or indirectly in an award being
granted or vesting to a greater extent than would have been the case had that error not been made;
y circumstances arose (or continued to arise) during the vesting period (including any holding period) of an award which
would have warranted the summary dismissal of the participant; or
y there is a sufficiently significant impact on the reputation of the Company (including a corporate failure of a Group
Company) to justify the operation of malus or clawback.
Malus provisions may be applied up to the date of vesting of an award, whilst the clawback provisions apply for two
years after the date of vesting (three years under the PSP). This period was selected as the Committee believes that any
material issues are most likely to be identified within such a period given the relatively simple nature of the Company’s
business model. The Committee also notes that a two year clawback period is aligned with typical UK market practice,
and is consistent with the duration of the post-vesting holding period (and therefore supports the enforceability of
clawback where necessary).
Wais Shaifta
Chair of the Remuneration Committee
11 March 2026
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
87
DIRECTORS’ REPORT
Governance Report
The Directors present their report together
with the audited financial statements for the
period ended 31 December 2025.
There are references in this section to other areas of the
Annual Report and Accounts 2025, which form part of
this report. A summary statement of non-financial and
sustainability information can also be found on page 53.
Corporate Structure
The Gym Group plc is a public company limited by shares,
incorporated in England and Wales, and its shares are
traded on the Main Market of the London Stock Exchange.
The Company number is 08528493.
The Board
The Directors who served during the year were:
John Treharne
Will Orr
Luke Tait
Elaine O’Donnell
Wais Shaifta
Richard Stables
Simon Jones
Tamsin Todd
(appointed with effect from 1 May 2025)
The roles and biographies of the Directors as at the date
of this report are on pages 56 to 57. The general powers
of the Directors are set out in Articles 64 to 68 of the
Company’s Articles of Association (the ‘Articles’). These
provide that the Board may exercise all the powers of the
Company, subject to applicable legislation, the Articles
and any special resolution of the Company.
Appointment and Replacement of Directors
The appointment and replacement of Directors is
governed by the Articles. These state that the number of
Directors shall not be less than two nor exceed 12 and that:
y the shareholders may, by ordinary resolution, elect any
person willing to act as a Director;
y the Board may, by ordinary resolution, appoint any
person willing to be a Director;
y every Director shall retire at each AGM and be eligible
for election or re-election, as appropriate;
y the Company may, by special resolution, or ordinary
resolution of which special notice has been given
according to applicable legislation, remove any
Director before the expiration of his or her period
ofoffice; and
y there are a number of other grounds on which a
Director’s office may cease, namely: voluntary
resignation; if they are absent without special leave
of absence for a period of more than six months; they
are physically or mentally incapable of acting as a
Director; or they become bankrupt or prohibited by
lawfrom being a Director.
Directors’ Indemnity Insurance
The Company has granted an indemnity by way of deed
poll to its Directors against any liability which attaches to
them in defending proceedings brought against them, to
the extent permitted by English law. In addition, Directors
and Officers of the Company and its subsidiaries are
covered by Directors’ and Officers’ liability insurance.
Compensation for Loss of Office
The Company does not have arrangements with any
Director which would provide compensation for loss of
office or employment resulting from a takeover, except that
provisions of the Company’s share plans may cause options
and awards granted under such plans to vest on a takeover.
Dividend
As noted on page 28, the Directors are not proposing a
final dividend for the year ended 31 December 2025. Whilst
dividends and other returns of capital to shareholders
will be considered by the Directors in the future, we are
not currently proposing a dividend as we continue to see
significant opportunities, with attractive returns, to invest
our free cash flow.
Going Concern
As noted on pages 51 to 52, the Directors have a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the period to 30 June
2027. As a result, they continue to adopt the going concern
basis in preparing the consolidated financial statements.
Future developments in the business
The likely future developments in respect of the business
can be found in the Strategic Report on pages 6 to 53 and
forms part of this report.
Corporate Governance
A report on corporate governance and compliance with
the Code is set out on pages 54 to 66 and forms part of
this report.
Health and Safety
An overview of health and safety is provided in the
Sustainability Report on page 32 and forms part of
this report.
Greenhouse Gas Emissions
Information on the Group’s greenhouse gas emissions is
set out in the Sustainability Report on pages 35 to 37 and
forms part of this report.
Human Rights, Anti-Bribery and Anti-Corruption
We conduct our business honestly and ethically wherever
we operate. Condensed versions of our Human Rights, Anti-
Bribery and Anti-Corruption and Anti-Fraud Policies can
be found on our website. We also comply with the Modern
Slavery Act and our Modern Slavery Act Statement,
including further information on our activity to mitigate
related risks, can be found on our website: www.tggplc.
com. Related mandatory training is undertaken by all
employees on an annual basis.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
88
Charitable and Political Donations
During 2025, with the help of our colleagues and members,
we fundraised £144,500 for NHS Charities Together. The
Company made no political donations in 2025 (2024: £nil).
Employee Involvement and Policy Regarding
Disabled Persons
At The Gym Group, we’re committed to breaking down
barriers to fitness for individuals with disabilities. As
a Disability Confident employer, we embrace equal
opportunities and ensure fair treatment for all, regardless
of sex, race, ethnic origin or disability. Our initiatives
include accessible recruitment, tailored onboarding and
dedicated training for both staff and members. We also
offer a targeted traineeship programme to help people
with disabilities enter the workforce. To better support
our community, we collect disability data, helping us
identify needs, improve inclusivity and measure our
progress. We are committed to the career development
and promotion of employees with disabilities, ensuring
equal opportunities for growth and progression within the
Company. If an employee becomes disabled during their
time with us, we’re dedicated to supporting them through
workplace adjustments or retraining to ensure they
thrive in a new role. Together, we’re creating an inclusive,
supportive environment where everyone can reach
theirpotential.
Directors’ Interests
The beneficial interests of the Directors and their
connected persons in the Company’s issued Ordinary
shares at 31 December 2025, are provided on page 84 of
the Remuneration Committee Report.
Share Capital
As at 31 December 2025, the Company had a total of
179,622,261 Ordinary shares in issue, with a nominal value of
£0.0001 each with one vote per share.
Ordinary Shares
The Company’s Ordinary shares rank pari passu in
all respects including for voting, dividend and other
distribution purposes. Each Ordinary share ranks equally
in the right to receive a relative proportion of shares in
case of a capitalisation of reserves. Except in relation
to dividends which have been declared and rights on a
liquidation of the Company, the shareholders have no
rights to share in the profits of the Company.
The Ordinary shares are not redeemable. However, the
Company may purchase or contract to purchase any
of the Ordinary shares on or off market, subject to the
Companies Act 2006 and the requirements of the UK
Listing Rules.
Major Interests in Shares
As at 31 December 2025, the Company was aware of the
following interests representing 3% or more of the issued
share capital of the Company (see table opposite). It should
be noted that these holdings may have changed since
notified to the Company. However, notification of any change
is not required until the next applicable threshold is crossed.
Institution Number of shares Percentage
Fidelity International 14,518,676 8.08%
Forum Family Office 14,171,251 7.89%
Liontrust Sustainable
Investments
13,493,622 7.51%
RBC Bluebay Asset
Management
13,164,343 7.33%
Blantyre Capital 11,026,523 6.14%
Goldman Sachs collateral
account
10,532,321 5.86%
Barclays Capital collateral
account
10,082,063 5.61%
Oxy Capital 8,693,887 4.84%
Gresham House Asset
Management
8,656,002 4.82%
Columbia Threadneedle
Investments
5,692,203 3.17%
Notifications under Rule 5 of the Disclosure Guidance and
Transparency Rules were received from Oxy Capital (on 8
and 17 January 2026 of an increase to 5.04%, followed by
a decrease to 4.95%, respectively), Blackmoor Investment
Partners (on 12 January 2026 of an increase to 3%),
and Barclays Capital Securities (on 6 March 2026 of an
increase to 6%).
There are no restrictions on transfers of Ordinary shares
other than:
y certain restrictions which may from time to time be
imposed by laws or regulations such as those relating
to insider dealing;
y some of the Company’s employee share plans include
restrictions on transfer of shares while the shares are
held within the plan;
y pursuant to the Group’s Share Dealing Code whereby
the Directors and designated employees require
approval to deal in the Company’s shares; and
y where a person with an interest in the Company’s
shares has been served with a disclosure notice and
has failed to provide the Company with information
concerning interests in those shares.
The Company is not aware of any arrangements between
shareholders which may result in restrictions on the
transfer of securities or voting rights.
Amendment to the Company’s Articles
ofAssociation
The Company may alter its Articles of Association by special
resolution passed at a general meeting of shareholders.
Authority for the Company to Purchase its
OwnShares
At the 2025 AGM, shareholders approved an authority for
the Company to make market purchases of its own shares
up to a maximum of 17,930,710 shares (being approximately
10% of the issued share capital at that time) at prices not
less than the nominal value of each share (being £0.0001
each). No use was made of this authority during 2025.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
89
The Company commenced a share buyback programme
on 15 January 2026 and has repurchased 1,103,789 of its
shares under the aforementioned authority as at 10 March
2026. The Company intends to renew this authority at its
2026AGM.
Authority to Allot Shares
At the 2025 AGM, authority was given to the Directors
to allot new Ordinary shares up to a nominal value of
£5,976.30, equivalent to 33.33% of the issued share capital
of the Company at that time. In addition, authority was
given to the Directors to allot further new Ordinary shares
up to a nominal value of £11,952.60, equivalent to 66.67% of
the authorised share capital of the Company at that time,
in connection with a rights issue or other pre-emptive offer
to Ordinary shareholders. The Company intends to renew
this authority at its 2026 AGM.
Significant Agreements
The Company is not a party to any significant agreements
which would take effect, alter or terminate upon a change
of control of the Company.
Financial Risk Management
The Group’s financial risk management objectives and
policies, including its use of financial instruments, are set
out in Note 23 to the consolidated financial statements.
Information Presented in Other Sections
Certain information must be included in the Annual
Financial Report under Listing Rule 6.6. The table below
provides references to where this information can be
found. If a requirement is not shown, it is not applicable to
the Company.
Stakeholder Engagement
In their decision-making, the Directors have regard to
their duties under the Companies Act 2006 including
Section 172, which focuses on their responsibility to
promote the long term success of the Company for the
benefit of its collective shareholder base. In doing so, a
number of matters must be considered, including fostering
relationships with the Company’s key stakeholders.
These key stakeholders include shareholders, employees,
members and suppliers. A detailed report on the Board’s
engagement with key stakeholders and how those
stakeholders’ interests were considered during the
reporting period are set out in our Section 172 Statement
on pages 64 to 66.
Relationship with Shareholders
Ensuring a satisfactory dialogue with shareholders and
receiving reports on the views of shareholders is a key
matter reserved for the Board.
The Board is committed to maintaining good communications
with existing and potential shareholders. During the year,
there was regular dialogue with institutional shareholders in
order to develop an understanding of their views, which were
communicated back to, and discussed with, the Board.
These discussions were primarily led on separate
occasions by the Chair of the Board, the SID and the
Executive Directors, and covered strategy, Board
composition, business performance and results (at the
year end and half year).
Presentations were delivered to analysts and investors
as part of the annual and interim results roadshows
by the CEO and CFO. These presentations and further
information may be found in the investors’ section of the
Group’s website at www.tggplc.com.
Additionally, the Board receives regular investor feedback
through our joint brokers, Deutsche Numis and Peel Hunt,
both in-person at Board meetings and from written
updates, as well as from our remuneration consultants,
PricewaterhouseCoopers, who provide updates to the
Remuneration Committee on the views of institutional
shareholders and proxy voting agencies.
A timetable for press engagements on commercial and
corporate matters is managed through our public relations
adviser, Team Lewis.
AGM
The Notice convening the 2026 AGM will be circulated to
shareholders separately with details of the meeting. We
will ensure that shareholders are kept informed using the
Notice of Meeting, our website and relevant regulatory
announcements in due course.
On behalf of the Board
Camille Skerritt
Company Secretary
11 March 2026
Section Listing Rule Requirement Location
1 A statement of the amount of interest capitalised by the
Group during the period under review with an indication
of the amount and treatment of any related tax relief
Note 9 Finance Costs (page 119)
4 Details of long term incentive schemes Remuneration Committee Report (pages 77 to 87)
10 Details of contracts of significance Corporate Governance Statement (page 62 Directors’ Conflicts
of Interest)
DIRECTORS’ REPORT CONTINUED
Governance Report
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
90
DIRECTORS’ RESPONSIBILITY STATEMENT
Governance Report
The Directors are responsible for preparing
the Annual Report and Accounts 2025
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 Group financial
statements in accordance with UK-adopted international
accounting standards (‘IFRS’), and the Parent Company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law), including
Financial Reporting Standard 101 Reduced Disclosure
Framework (‘FRS 101’). Under company law, the Directors
must not approve the Group and Company financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and the
Company, and of the profit or loss of the Group and the
Company for that period.
In preparing the financial statements, the Directors are
required to:
y select suitable accounting policies and then apply
them consistently;
y make judgements and accounting estimates that are
reasonable and prudent;
y present information, including accounting policies, in
a manner that provides relevant, reliable, comparable
and understandable information;
y provide additional disclosures when compliance with
the specific requirements in IFRSs (or in respect of
the Parent Company financial statements, FRS 101) is
insufficient to enable users to understand the impact
of particular transactions, other events and conditions
on the Group’s financial position and performance;
y in respect of the Group financial statements, state
whether applicable UK-adopted IFRSs have been
followed, subject to any material departures disclosed
and explained in the financial statements;
y in respect of the Parent Company financial statements,
state whether applicable UK accounting standards
including FRS 101 have been followed, subject to any
material departures disclosed and explained in the
financial statements; and
y prepare the financial statements on a going concern
basis, unless it is appropriate to presume that the
Company and/or Group will not continue in business.
The Directors confirm that the financial statements
comply with the above requirements.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s and 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 Company and Group financial statements comply
with the relevant financial reporting framework and the
Companies Act 2006.
They are also responsible for safeguarding the assets of
the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable laws and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Remuneration Committee Report and
Corporate Governance Statement that comply with those
laws and regulations. The Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Group’s website. Legislation
in the UK governing the preparation and dissemination of
accounts may differ from legislation in other jurisdictions.
Auditor
Each Director in office at the date of approval of the
Annual Report and Accounts 2025 confirms that: a) so
far as the Director is aware, there is no relevant audit
information of which the Group’s auditor is unaware; and
b) the Director has taken all the steps which they ought
to have taken as a Director in order to make themselves
aware of any relevant audit information and to establish
that the Group’s auditor is aware of that information.
Responsibility Statement
The Directors confirm, to the best of their knowledge:
y that the consolidated financial statements, prepared in
accordance with UK-adopted international accounting
standards, give a true and fair view of the assets,
liabilities, financial position and results of the Parent
Company and subsidiary undertakings included in the
consolidation taken as a whole;
y that the Annual Report and Accounts 2025, including
the Strategic Report, includes a fair review of the
development and performance of the business and the
position of the Company and subsidiary undertakings
included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face; and
y that they consider the Annual Report and Accounts
2025, taken as a whole, is fair, balanced and
understandable, and provides the information
necessary for shareholders to assess the position,
performance, business model and strategy of the
Company and subsidiary undertakings included in the
consolidation taken as a whole.
On behalf of the Board
Will Orr
Chief Executive Officer
11 March 2026
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
91
Opinion
We have audited the financial statements of The Gym Group Plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income
for the year, the Consolidated Statement of Financial Position as at 31 December 2025, the Consolidated Statement
Of Changes in Equity for the year, the Consolidated Cash Flow Statement for the year, Notes to the Consolidated
Financial Statements, the Company Statement of Financial Position, the Company Statement of Changes in Equity
and Notes to the Company Financial Statements, including material accounting policy information. The financial
reporting framework that has been applied in the preparation of the Group financial statements is applicable law
and UK-adopted international accounting standards. The financial reporting framework that has been applied in the
preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
y the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as
at 31 December 2025 and of the Group’s profit for the year then ended;
y the financial statements have been properly prepared in accordance with UK-adopted international accounting
standards;
y the Parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
y the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Financial
Statements’ section of our report. We are independent of the Group and the Parent 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 as applied to listed public interest entities, 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
We are responsible for concluding on the appropriateness of the Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on
the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group or the
Parent Company to cease to continue as a going concern.
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the
going concern basis of accounting included:
y Confirming our understanding of management’s going concern assessment process for the period January 2026
to June 2027, including their preparation of cash flow forecasts, assessment of liquidity and covenant compliance,
review of key assumptions, and consideration of downside and reverse stress test scenarios together with available
mitigating actions.
y Obtaining management’s base case forecast, aligned to the Board-approved Three Year Plan (FY26–FY28), including
cash flow forecasts, covenant projections and liquidity analysis, and assessed whether the period appropriately
extended to June 2027, consistent with management’s going concern assessment period.
y Testing the mechanical accuracy of the financial models, including forecast cash flows and covenant calculations.
y Challenging key assumptions applied in the forecasts, including membership levels and corresponding revenue
growth, expected cost inflation and the planned site opening programme. In doing so, we referenced FY25 actual
results and performance in periods prior to FY25.
y Evaluating whether early FY26 trading performance supported the base case assumptions.
y Assessing the Group’s banking arrangements, including the £102m facilities amended and extended in June 2025
and the forecasted compliance with financial covenants throughout the going concern period under both base and
downside scenarios.
INDEPENDENT AUDITOR’S REPORT
Financial Statements
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
92
y Evaluating management’s downside scenario, which models a severe but plausible downturn from April 2026. The scenario
included a fall in mature estate membership, scaled-back site openings, reduced bonuses and lower discretionary costs.
Based on this assessment, we noted that liquidity headroom remained significant and all covenants continued to be met.
y Evaluating management’s reverse stress test and noted that membership would need to fall by 27% from April 2026
before breaching the Fixed Charge Cover covenant in June 2027, with no breach of the leverage covenant and no
liquidity shortfall at that threshold.
y Considering whether the reverse stress test was plausible and assessed management’s identification of further
controllable mitigations (for example reductions in discretionary capital expenditure, pausing new site openings,
further cost reductions) and potential non-controllable mitigations (e.g. rent deferrals, lender waivers).
y Assessing the consistency of the going concern assessment with other audit evidence obtained, including impairment
assessments, covenant calculations, post year end trading data and Board papers.
y Evaluating the adequacy, clarity and completeness of the going concern disclosures within the Annual Report,
including transparency of assumptions, downside scenarios and stress testing.
Going concern was not determined to be a key audit matter due to the significant covenant and liquidity headroom, the
resilience demonstrated in FY25 results, and the mitigations and headroom available to management.
In our evaluation of the Directors’ conclusions, we considered the inherent risks associated with the Group’s and the
Parent Company’s business model including effects arising from macroeconomic uncertainties such as subdued
discretionary spending and the ongoing pressure on consumer finances, both of which may influence demand levels.
We assessed and challenged the reasonableness of estimates made by the Directors and the related disclosures and
analysed how those risks might affect the Group’s and the Parent Company’s financial resources or ability to continue
operations over the going concern period.
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.
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Our Approach to the Audit
Overview of Our Audit Approach
Overall materiality:
Group: £1,800,000, which represents 0.73% of the Group’s Revenue.
Parent Company: £2,400,000 which represents 0.9% of the Parent Company’s Net Assets. Parent Company component
materiality has been capped at an amount less than Group materiality for Group audit purposes.
Key audit matters were identified as:
y Impairment of Property, Plant and Equipment (‘PPE’) and Right-of-Use Assets (‘ROUA’) (same as previous year); and
y Capitalisation of costs in relation to the new member management and payment systems (new in current year).
The auditor’s report for the year ended 31 December 2024 included one key audit matter which has not been reported
as a key audit matter in our current year’s report. This related to the deferral of membership income.
We have performed an audit of the financial information using component performance materiality (full scope
audit) on two components and audit of one or more account balances, classes of transactions or disclosures of
the component (specific audit procedures) on one component. We performed analytical procedures at Group level
(analytical procedures) on the remaining components of the Group.
Key Audit Matters
Key Audit Matters (‘KAMs’) are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
93
INDEPENDENT AUDITOR’S REPORT CONTINUED
Financial Statements
for the year ended 31 December 2025
In the graph below, we have presented the Key Audit Matters, significant risks and other risks relevant to the audit.
Potential financial
statement impact
Extent of management judgement
Key audit matter Significant risk
Completeness of
contract liabilities
Low High
High
Low
Impairment of PPE
and ROUA
Management override
of controls
Valuation of
investments and
amounts owed by
Group undertakings –
parent company
Capitalisation of costs
in relation to new
member management
and payment systems
Transactions
outside the
normal course
of business –
Revenue
Key Audit Matter – Group
Impairment of Property, Plant and Equipment (‘PPE’) and Right-of-Use Assets (‘ROUA’)
We identified the risk of impairment of property, plant and equipment (PPE) and right-of-use assets (ROUA) as one of
the most significant assessed risks of material misstatement due to error and potential management bias.
The Group holds £472.4m of PPE, intangibles (excluding goodwill) and ROUA on the statement of financial position and is
required to assess these assets for indicators of impairment at each reporting date.
Where indicators of impairment exist, assets or cash-generating units (CGUs) are tested for impairment to ensure
that they are not carried at an amount greater than their recoverable amount, in accordance with IAS 36. These
assessments involve significant judgement and estimation, including determining which sites require detailed testing,
assessing whether specific gyms should be combined, as a group of gyms, for testing as a single CGU, preparing
medium term cash flow forecasts based on the Group’s Board-approved Three Year Plan, selecting an appropriate
discount rate and applying long term growth assumptions.
Given the size of the carrying value, the sensitivity of the impairment outcome to key assumptions, changes in methodology,
and the potential for management bias, this area was considered to be a significant risk and a Key Audit Matter.
How Our Scope Addressed the Matter – Group
In responding to the Key Audit Matter, we:
y Performed walkthroughs of management’s impairment assessment process, including reviewing process documentation
and control activities, to understand how impairment indicators were identified and how site level models were prepared.
y Assessed the appropriateness of management’s methodology for identifying impairment indicators and tested its
completeness, including reviewing financial and operational performance data to determine whether any additional
sites should be included in scope.
y Evaluated management’s value-in-use model methodology for compliance with IAS 36.
y Engaged our internal valuation expert and reviewed the appropriateness of the discount rate and long term growth
rate applied, benchmarking these to external market data and considering whether they were appropriate for the
Group’s risk profile.
y Performed substantive testing over the carrying values of the PPE, intangible assets (excluding goodwill) and ROUA,
agreeing amounts to the audited trial balance.
y For gyms exhibiting greater sensitivity to impairment, performed detailed testing of key assumptions, including site
level revenue and cost forecasts. We also compared management’s assumptions to post-year end data.
y Assessed the appropriateness of management’s site clustering assumptions, including assessing site level
interdependency data to confirm that gyms grouped into clusters meet the IAS 36 requirements for identifying cash
generating units.
y Performed sensitivity analysis on both site-specific models and the overall impairment model, including applying
downside scenarios consistent with those used in the going concern assessment to evaluate whether the conclusions
remained robust.
y Reviewed the disclosures in the financial statements relating to impairment, assessing whether they were complete,
accurate and provided a true and fair view of the judgements, assumptions and sensitivities involved.
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ANNUAL REPORT AND ACCOUNTS 2025
94
How Our Scope Addressed the Matter – Group
Our Results
Based on the audit procedures performed, we are satisfied that no material misstatements were identified in respect of
Property, Plant and Equipment and Right-of-Use Assets.
Relevant Disclosures in the Annual Report
y Financial Statements: Note 14, Property, Plant and Equipment
y Audit and Risk Committee Report: Impairment of CGUs – Property, Plant and Equipment and Right-of-Use Assets
Key Audit Matter – Group
Capitalisation of Costs in Relation to the New Member Management and Payment Systems
We identified the capitalisation of costs associated with the Group’s large scale programme to replace the legacy member
management and payment systems as one of the areas of most significance to the audit due to the risk of fraud and error.
The project involves substantial expenditure (£6.6m incurred in FY25, of which £4.5m has been capitalised) and its
accounting treatment requires management to exercise significant judgement in determining which costs meet the
recognition criteria under IAS 38 for internally generated intangible assets. This includes evaluating whether the costs
to be capitalised relate to an identifiable asset, control can be demonstrated, and whether it is probable that future
economic benefits will flow from the project.
Given the complexity of the project, the significant judgement involved in distinguishing costs which meet the
capitalisation criteria under IAS 38 from those that did not, and the material impact of the capitalised balance on the
Group’s financial position, this area required significant audit attention.
How Our Scope Addressed the Matter – Group
In responding to the Key Audit Matter, we:
y Performed walkthroughs of the processes supporting the identification, approval and recording of project costs,
including discussions with senior technical and product personnel involved in delivering the project, to understand
the design and implementation of controls over cost classification and capitalisation, the development streams, the
work performed to date, and the substance of activities giving rise to capitalised expenditure.
y Evaluated management’s accounting policy and key judgements against IAS 38 and relevant IFRIC guidance,
assessing whether the nature of the activities being capitalised met the recognition criteria for internally generated
intangible assets.
y Corroborated management’s assessment of capitalisable costs by inspecting supporting documentation, including
systems architecture papers, subcontractor statements of work, supplier contracts and technical project artefacts
to determine whether the expenditure related to development activities rather than configuration or operational
costs.
y Reviewed project governance and progress through inspection of Steering Committee minutes and project
reporting, to confirm that the programme was progressing as planned, remained technically feasible, and that no
issues had arisen that would indicate the nature of activities had changed such that costs would cease to be eligible
for capitalisation.
y Performed sample testing over additions capitalised during the year, verifying that selected items related to
development streams assessed as eligible for capitalisation and agreeing amounts to third party evidence to
confirm both appropriateness of capitalisation and accuracy of the recorded cost.
y For capitalised staff costs, interviewed personnel involved in the project and evaluated the basis of their time
allocation, corroborating allocated hours to payroll reports to assess whether the proportion of time capitalised was
reasonable and supported by underlying evidence.
Our results
Based on our audit work we found management’s accounting policy and judgements to be consistent with IAS 38 and
IFRIC guidance applied to the project. We are satisfied that the judgement made by management is appropriate for the
capitalisation of costs in relation to the new member management and payment systems.
Relevant disclosures in the Annual Report
y Financial Statements: Note 8, Non-Underlying Items. Note 13, Intangible Assets
y Audit and Risk Committee Report: Accounting for Costs Associated with the New Member Management and
Payment Systems
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
95
Financial Statements
INDEPENDENT AUDITOR’S REPORT CONTINUED
for the year ended 31 December 2025
We did not identify any Key Audit Matters relating to the audit of the financial statements of the Parent Company only.
Our Application of Materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified
misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the
opinion in the auditor’s report.
Materiality was determined as follows:
Materiality Measure Group Parent Company
Materiality for
financial statements
as a whole
We define materiality as the magnitude of misstatement in the financial statements that,
individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of these financial statements. We use materiality in determining the
nature, timing and extent of our audit work.
Materiality threshold £1,800,000 (2024: £1,668,000), which
represents 0.73% of revenue.
£2,400,000 (2025: £2,364,092), which
represents 0.9% of net assets.
Significant
judgements made
by the auditor
in determining
materiality
In determining materiality, we made the
following significant judgements:
y Total revenue is considered to be the most
appropriate benchmark, as it is a key
performance measure for the Group, is
less volatile than profit-based metrics, and
is widely used by stakeholders to assess
financial performance.
y Revenue has shown greater stability than
reported profit in recent years.
y The measurement of 0.73% of revenue
is, in our view, appropriate given user
expectations and industry benchmarking,
and results in a materiality that is
sufficient to identify any material
misstatements.
Materiality for the current year is higher
than the level that was determined for the
year ended 31 December 2024 to reflect
the increase in revenue and the Group’s
continued growth trajectory.
In determining materiality, we made the
following significant judgements:
y Net assets is considered to be the most
appropriate benchmark for the Parent
Company, as this benchmark most
accurately reflects the nature of the Parent
company’s activities and financial position.
y The measurement of 0.9% of net assets
is, in our view, appropriate given user
expectations and industry benchmarking,
and results in a materiality level that
is sufficient to identify any material
misstatements.
Materiality for the current year is higher than
the level that was determined for the year
ended 31 December 2024 to reflect movements
in net assets and the Parent Company’s role as
a holding and financing vehicle rather than an
operating entity.
Performance
materiality used to
drive the extent of our
testing
We set performance materiality at an amount less than materiality for the financial
statements as a whole to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds materiality for the
financial statements as a whole.
Performance
materiality threshold
£1,170,000 (2024: £1,251,000), which is
65% (2024: 75%) of financial statement
materiality.
The range of component performance
materialities used across the Group was
£720,000 to £1,053,000.
£1,560,000 (2024: £1,773,069), which is 65%
(2024: 65%) of financial statement materiality.
Parent Company component performance
materiality has been capped at an amount
less than Group performance materiality for
Group audit purposes.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
96
Materiality Measure Group Parent Company
Significant
judgements made
by the auditor
in determining
performance
materiality
In determining performance materiality, we
made the following significant judgements:
y This is our first year as auditor, and
consistent with the heightened risk
profile typically associated with first year
audits, we applied a more conservative
performance materiality percentage.
y Considered control deficiencies previously
reported by the predecessor auditor
and the potential impact on the current
period’s audit when performing our risk
assessment procedures.
y Our understanding of the entity obtained
during risk assessment procedures.
In determining component performance
materiality, we made the following significant
judgements:
y The Group structure is non-complex, with
all trading activity conducted through
a single operating entity and only
limited non-trading balances held in the
Parent Company; as a result, financial
information is not highly disaggregated
across components, and the relative risk
and size of each component to the Group
is low.
For each component in scope for our
Group audit, we allocated a performance
materiality that is less than our overall Group
performance materiality.
In determining performance materiality, we
made the following significant judgements:
y This is our first year as auditor, and
consistent with the heightened risk
profile typically associated with first year
audits, we applied a more conservative
performance materiality percentage.
y Considered control deficiencies previously
reported by the predecessor auditor and
the potential impact on the current period’s
audit when performing our risk assessment
procedures.
y Our understanding of the entity obtained
during risk assessment procedures.
Specific materiality We determine specific materiality for one or more particular classes of transactions, account
balances or disclosures for which misstatements of lesser amounts than materiality for the
financial statements as a whole could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Specific materiality We determined a lower level of specific
materiality for the following areas:
y Related party transactions.
y Directors’ remuneration.
We determined a lower level of specific
materiality for the following areas:
y Related party transactions.
y Directors’ remuneration.
Communication of
misstatements to
the Audit and Risk
Committee
We determine a threshold for reporting unadjusted differences to the Audit and Risk
Committee.
Threshold for
communication
£90,000 (2024: £83,400), which represents
5% of financial statement materiality, and
misstatements below that threshold that, in
our view, warrant reporting on qualitative
grounds.
£120,000 (2024: £118,205), which represents
5% of financial statement materiality, and
misstatements below that threshold that, in
our view, warrant reporting on qualitative
grounds.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
97
Financial Statements
INDEPENDENT AUDITOR’S REPORT CONTINUED
for the year ended 31 December 2025
An Overview of the Scope of Our Audit
We performed a risk-based audit that requires an understanding of the Group’s and the Parent Company’s business and
in particular matters related to:
Understanding the Group, its components, their environments, and its system of internal control including common
controls
The engagement team obtained an understanding of the Group and its components, their environment, and the system
of internal control, noting that financial reporting processes are highly centralised with all trading activities conducted
through a single operating entity and Group Finance performing consolidation and control activities. We also considered
the effect of centralised processes relevant to financial reporting, including the use of shared systems within the Group, in
assessing the risks of material misstatement at the Group level.
Identifying components at which to perform audit procedures
We have determined the components at which to perform further audit procedures by considering:
y Components that individually include a risk of material misstatement to the Group financial statements due to their
nature or circumstances.
y Components requiring further audit procedures because of the nature and size of their assets, liabilities and
transactions, making them financially significant to one or more scoped areas.
y Components selected to obtain sufficient appropriate audit evidence over significant classes of transactions,
account balances and disclosures, or to incorporate an element of unpredictability into our audit approach.
Type of work to be performed on financial information of Parent and other components (including how it
addressed the Key Audit Matters)
In order to address the audit risks identified during our planning procedures, the Group engagement team determined
that the following audit procedures were necessary:
y Full-scope audits were performed on the financial information of The Gym Limited (the primary trading entity)
and The Gym Group plc (the parent company). These full-scope audits included all of our work over the identified
significant risks and areas of focus. These two components contribute all of the Group’s revenue, operating costs and
99.8% of the Group’s total assets and therefore represent the most financially significant components of the Group.
y Specific-scope procedures were performed in respect of The Gym Group Operations Limited, focused on the Group’s
investment in Fiit which is recorded in this entity and represents 0.2% of the remaining total assets.
y Analytical procedures at Group level were performed over the remaining components within the Group. These
components are individually and collectively financially immaterial, and analytical review procedures were determined
to provide sufficient appropriate audit evidence in the context of the overall Group audit risk assessment.
Performance of Our Audit
In order to address the audit risks identified during our planning procedures, we determined that a combination of
full-scope, specific-scope and analytical procedures across the Group’s components was necessary to obtain sufficient
appropriate audit evidence.
Full-scope procedures covered 100% of Group revenue, 99.8% of total Group assets, and 100% of Group profit before tax
(on an absolute basis). Specific scope procedures contributed 0.2% of Group assets. Analytical review procedures were
performed over all remaining other Group components, which were considered financially immaterial individually and in
aggregate.
The components within the scope of further audit procedures accounted for the following percentages of the Group’s
results, including the Key Audit Matters identified:
Audit approach
No. of
components
% coverage
total assets
% coverage
revenue
% coverage PBT
(on absolute
basis)
Full-scope audit 2 99.8% 100% 100%
Specific scope audit 1 0.2% – –
Full-scope and specific scope procedures coverage 3 100% 100% 100%
Analytical procedures 2 – – –
Total 5 100% 100% 100%
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ANNUAL REPORT AND ACCOUNTS 2025
98
Communications with Component Auditors
As all in-scope audit work across the Group was performed directly by the Group auditor, no component auditors were
appointed for any of the Group’s locations or reporting units.
Other Information
The other information comprises the information included in the Annual Report, other than the financial statements
and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual
Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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 there is 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.
Our Opinions on Other Matters Prescribed by the Companies Act 2006 are Unmodified
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
y the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
y the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on Which We are Required to Report Under the Companies Act 2006
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in
the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
Matters on Which We are Required to Report by Exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
y 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.
y The Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns.
y Certain disclosures of Directors’ remuneration specified by law are not made.
y We have not received all the information and explanations we require for our audit.
y A Corporate Governance Statement has not been prepared by the Parent Company.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer term viability and that part of the
Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance
Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained
during the audit:
y The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and
any material uncertainties identified set out on pages 51 to 52.
y The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and
why the period is appropriate set out on pages 51 to 52.
y The Directors’ statement on whether they have a reasonable expectation that the Company will be able to continue in
operation and meets its liabilities set out on pages 51 to 52.
y The Directors’ statement on fair, balanced and understandable set out on page 91.
y The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
pages 42 to 50.
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ANNUAL REPORT AND ACCOUNTS 2025
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99
y The section of the Annual Report that describes the review of the effectiveness of risk management and internal
control systems set out on pages 42 to 50.
y The section describing the work of the Audit and Risk Committee set out on pages 71 to 74.
Responsibilities of Directors
y As explained more fully in the Directors’ Responsibilities Statement set out on page 91, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the 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.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our
procedures are capable of detecting irregularities, including fraud, is detailed below:
y We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined
that the most significant for The Gym Group plc are: the Companies Act 2006; UK adopted IAS; the UK Listing Rules; the
FCA’s Disclosure Guidance and Transparency Rules; the Large and Medium sized Companies and Groups (Accounts and
Reports) Regulations 2013 (including the Directors’ Remuneration Report requirements) and UK taxation legislation.
y We understood how The Gym Group plc complies with these frameworks by making enquiries of senior management
and those charged with governance; attending Audit and Risk Committee meetings; obtaining an understanding
of entity level controls and considering the influence of the control environment; reviewing the Group’s policies and
procedures relating to compliance, including whistleblowing, anti bribery, data protection, and health and safety;
and inspecting evidence of how compliance is monitored. We also reviewed the Group’s risk register, considered
senior management’s processes for identifying, managing and responding to fraud risks, and reviewed relevant
correspondence where available.
y Our assessment of the Group’s compliance with laws and regulations was integrated into our audit procedures on
relevant financial statement line items. As the Group engagement team performed all component work directly, this
assessment was carried out centrally across all Group entities. We obtained an understanding of the Group’s controls
over compliance and performed substantive procedures designed to detect non compliance that could materially
affect the financial statements.
y Audit procedures performed by the engagement team included:
– Enquiring of management, the Finance team, and those charged with governance about fraud risks relevant to the
Group, including risks arising from the operating model, performance pressures and the control environment. This
included enquiries outside the Finance team, such as with the Property team and the People team, to identify fraud
risks relating to operational processes, payroll, site openings and property disputes.
– Assessing the design and implementation of controls relevant to preventing and detecting fraud, including
understanding the Group’s internal controls over journal entries, revenue recording, site level transactions and non
routine adjustments.
– Identifying and testing journal entries using data driven risk profiling, and journals indicative of potential
management override.
– Performing audit data analytics to identify transactions outside the expected revenue posting pattern which may
indicate fraudulent transactions or inappropriate revenue recognition.
– Running specific keyword searches across the journal entry population, including keywords linked to related
parties, legal disputes, or indicators of concealment, to assess whether any entries required further investigation.
INDEPENDENT AUDITOR’S REPORT CONTINUED
for the year ended 31 December 2025
Financial Statements
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
100
– Reviewing samples of legal and professional fees to identify potential indicators of undisclosed litigation,
regulatory matters or unusual arrangements that could signal non compliance or fraud.
– Assessing disclosures within the Annual Report and Accounts, including principal and emerging risks, to evaluate
whether such disclosures were consistent with our knowledge obtained during the audit.
– Challenging key management judgements and estimates, including those relating to impairment and capitalisation
of development expenditure, focusing on areas where management bias could result in material misstatement.
y These audit procedures were designed to provide reasonable assurance that the financial statements were free
from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult
than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or
intentional misrepresentations. Also, the further removed non compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely we would become aware of it.
y As part of the engagement partner’s assessment of the engagement team’s collective competence and capabilities,
they considered the team’s understanding of, and practical experience with, audit engagements of a similar nature
and complexity through appropriate training and participation. They also evaluated the team’s knowledge of the
industry in which the Group and the Parent Company operate, as well as the team’s understanding of the legal
and regulatory requirements relevant to the audit. Specialist support was engaged where required, including for IT
systems, tax and valuation matters.
y We communicated relevant laws, regulations and potential fraud risks to all members of the engagement team,
including internal specialists, and maintained heightened alertness to indicators of non compliance throughout the
audit.
y In assessing the potential risks of material misstatement, we obtained an understanding of:
– The entity’s operations, including its revenue model, cost base, gym network and strategic plan, to understand
business risks and their potential impact on financial reporting.
– The applicable statutory and regulatory requirements governing the Group.
– The rules and interpretative guidance issued by the FRC and the Financial Conduct Authority.
– The entity’s internal control environment, including policies and procedures relating to compliance, fraud
prevention, ethical conduct, whistleblowing, and training arrangements for staff across the business.
y As all audit work was performed directly by the Group engagement team, there were no component auditors involved,
and accordingly no communications with component auditors were required regarding instances of fraud or non
compliance with laws and regulations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report.
Other Matters Which We are Required to Address
We were appointed by the Board on 8 May 2025 to audit the financial statements for the year ending 31 December 2025.
This is the first period of our engagement as auditor of The Gym Group Plc.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company
and we remain independent of the Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit and Risk Committee.
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 an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Maile BSc (Hons) FCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Crawley
11 March 2026
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ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
101
31 December 202531 December 2024
£m£m
Non-Non-
underlying underlying
NoteUnderlying
(Note 8)
Total
Underlying
(Note 8)
Total
Revenue
5
2 4 4 .9
–
2 4 4 .9
2 26 . 3
–
226 . 3
Cost of sales
(2 .9)
–
(2 .9)
(2 .9)
–
(2 .9)
Gross profit
242 .0
–
242 .0
223 . 4
–
223 . 4
Other income
–
–
–
0 .1
–
0 .1
Operating expenses (before depreciation,
amortisation and impairment)
6
(1 4 8 . 6)
(2 .1)
(15 0.7)
(1 3 9. 6)
(0 . 4)
(14 0 .0)
Depreciation, amortisation and impairment
13, 14, 15
(6 2 . 4)
(0 .9)
(6 3 . 3)
(6 0 .1)
(0 . 5)
(6 0 . 6)
Operating profit
31.0
(3 . 0)
28 .0
23. 8
(0 .9)
2 2 .9
Finance costs
9
(2 0 .9)
(0. 2)
(21 .1)
(2 0 .7)
(0 . 2)
(2 0 .9)
Finance income
0.5
–
0. 5
0. 5
–
0. 5
Profit before tax
10.6
(3 . 2)
7. 4
3.6
(1 .1)
2.5
Tax (charge)/credit
10
(0. 7)
0.7
–
1.8
0 .1
1 .9
Profit for the year attributable
to equity shareholders
9.9
(2 . 5)
7. 4
5.4
(1 .0)
4.4
Other comprehensive income for the year
–
–
–
–
–
–
Total comprehensive income
attributable to equity shareholders
9.9
(2 . 5)
7. 4
5.4
(1 .0)
4.4
Earnings per share (p)
11
Basic
4.2
2.5
Diluted
4.0
2.4
Reconciliation of Operating Profit to Group Adjusted EBITDA Less Normalised Rent
1
31 December 202531 December 2024
Note£m £m
Operating Profit
28.0
22 .9
Add back:
Non-underlying operating items
8
3 .0
0 .9
Share based payments
(included in Operating expenses)
7, 26
5.5
3.4
Underlying depreciation and amortisation
13, 14, 15
62 . 4
6 0 .1
Group Adjusted EBITDA
9 8 .9
8 7. 3
Less:
Normalised Rent
2
(42 . 2)
(3 9. 6)
Group Adjusted EBITDA Less Normalised Rent
1
56 .7
47. 7
1 Group Adjusted EBITDA Less Normalised Rent is a non-statutory metric used internally by management and externally by investors. It is calculated as operating
profit before depreciation, amortisation, share based payments and non-underlying items, and after deducting Normalised Rent. Refer to the KPIs on pages 20
to 21 for further information.
2 Normalised Rent is the contractual rent payable, recognised in the monthly period to which it relates.
The Notes on pages 106 to 134 form an integral part of the financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Financial Statements
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
102
31 December 2025 31 December 2024
Note£m£m
Non-current assets
Intangible assets
13
1 3 .9
10.4
Goodwill
12
81 . 8
81 . 8
Property, plant and equipment
14
202 .8
181 . 2
Right-of-use assets
15
284.7
280.5
Investments in financial assets
16
1.0
1.0
Deferred tax assets
10
18 . 2
18. 2
Total non-current assets
602 . 4
5 7 3 .1
Current assets
Inventories
0.6
0.7
Trade and other receivables
17
9 .9
8.8
Cash and cash equivalents
18
3 .0
3.0
Total current assets
13. 5
12. 5
Total assets
61 5 .9
585. 6
Current liabilities
Trade and other payables
19
61 . 8
49. 5
Lease liabilities
15
26 .7
2 7. 6
Dilapidations provision
22
0.4
0.5
Total current liabilities
8 8 .9
7 7. 6
Non-current liabilities
Borrowings
20
62 . 2
61 . 3
Lease liabilities
15
320 .8
31 2 .9
Dilapidations provision
22
2.3
2.2
Total non-current liabilities
385. 3
3 76 . 4
Total liabilities
474 . 2
454 .0
Net assets
141 . 7
131 . 6
Capital and reserves
Own shares held
25
0.1
0 .1
Share premium
25
1 9 0.1
1 8 9 .9
Own shares reserve – EBT
25
(4 . 6)
(3.0)
Merger reserve
25
3 9.9
3 9 .9
Retained deficit
25
(8 3 . 8)
(95. 3)
Total equity shareholders’ funds
141 .7
131 . 6
The Notes on pages 106 to 134 form an integral part of the financial statements.
These financial statements were approved by the Board of Directors on 11 March 2026.
Signed on behalf of the Board of Directors
Will Orr Luke Tait
Chief Executive Officer Chief Financial Officer
Company Registration Number 08528493
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Financial Statements
as at 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
103
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Financial Statements
for the year ended 31 December 2025
Own shares
Own sharesSharereserve – MergerRetained
heldpremiumEBTreservedeficitTotal
Note£m£m£m£m£m£m
At 1 January 2024
0.1
1 8 9. 8
–
3 9.9
(1 01 . 8)
128 .0
Profit for the year
–
–
–
–
4.4
4.4
Other comprehensive income for the year
–
–
–
–
–
–
Profit for the year and total
comprehensive expense
–
–
–
–
4.4
4.4
Share based payments
26
–
–
–
–
2 .9
2 .9
Issue of Ordinary share capital
–
0 .1
–
–
–
0 .1
Purchase of own shares by EBT
–
–
(3 . 5)
–
–
(3 . 5)
Exercise of share options
–
–
0. 5
–
(0 . 8)
(0. 3)
At 31 December 2024
0 .1
18 9.9
(3.0)
3 9.9
(95 . 3)
131. 6
Profit for the year
–
–
–
–
7. 4
7. 4
Other comprehensive income for the year
–
–
–
–
–
–
Profit for the year and total
comprehensiveincome
–
–
–
–
7. 4
7. 4
Share based payments
26
–
–
–
–
4 .7
4 .7
Issue of Ordinary share capital
–
0. 2
–
–
–
0. 2
Purchase of own shares by EBT
–
–
(2 . 0)
–
–
(2 . 0)
Exercise of share options
–
–
0.4
–
(0 . 6)
(0. 2)
At 31 December 2025
0.1
19 0 .1
(4 . 6)
3 9 .9
(83 . 8)
1 41 . 7
The Notes on pages 106 to 134 form an integral part of the financial statements.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
104
CONSOLIDATED CASH FLOW STATEMENT
Financial Statements
for the year ended 31 December 2025
31 December 2025 31 December 2024
Note£m£m
Cash flows from operating activities
Profit before tax
7. 4
2.5
Adjustments for:
Finance costs
9
2 1 .1
2 0 .9
Finance income
(0. 5)
(0 . 5)
Non-underlying operating items
8
3 .0
0 .9
Underlying depreciation and amortisation
13, 14, 15
62 . 4
6 0 .1
Share based payments and associated NICs
26
5.5
3.4
Decrease in inventories
0.1
–
(Increase)/decrease in trade and other receivables
(0. 5)
2.3
Increase in trade and other payables
5 .7
6 .1
(Decrease)/increase in provisions
(0 .1)
0. 3
Cash generated from operations
104.1
96. 0
Tax (paid)/received
–
–
Net cash inflow from operating activities before
non-underlying items
104.1
96. 0
Non-underlying operating items
8
(1 . 8)
(0 .9)
Net cash inflow from operating activities
24
102 . 3
9 5 .1
Cash flows from investing activities
Purchase of property, plant and equipment
(41 .1)
(33.0)
Purchase of intangible assets
(1 0 .1)
(7. 0)
Bank interest received
0.5
0.5
Net cash outflow used in investing activities
(50.7)
(3 9. 5)
Cash flows from financing activities
Repayment of lease liability principal
21
(2 8 .9)
(30.2)
Lease interest paid
21
(1 6 . 4)
(1 5. 5)
Bank interest paid
21
(4 .9)
(5 . 8)
Repayments of bank loans
21
(7. 0)
(3.0)
Drawdown of bank loans
21
8 .0
5.0
Payment of financing fees
(0. 3)
(0 . 8)
Purchase of own shares by EBT
25
(2 .0)
(3 . 5)
Settlement of share based payments through EBT
26
(0. 3)
(0 . 4)
Proceeds from issue of Ordinary shares
0. 2
0 .1
Net cash outflow from financing activities
(51 . 6)
(5 4 .1)
Net increase in cash and cash equivalents
–
1.5
Cash and cash equivalents at the start of the year
3.0
1.5
Cash and cash equivalents at the end of the year
18
3.0
3 .0
The Notes on pages 106 to 134 form an integral part of the financial statements.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
105
1. General Information
The Gym Group plc (the ‘Company’) and its subsidiaries (the ‘Group’) operate high value, low cost, 24/7, no contract gyms.
The Company is a public limited company whose shares are publicly traded on the London Stock Exchange and is
incorporated and domiciled in the United Kingdom.
The registered address of the Company is 2nd Floor, Arding & Hobbs, 7 St. John’s Road, London, SW11 1QN, United Kingdom.
2. Summary of Material Accounting Policies
A summary of the material accounting policies is set out below. These have been applied consistently in the
financial statements.
Statement of Compliance
The financial statements have been prepared in accordance with the Listing Rules and the Disclosure Guidance and
Transparency Rules of the United Kingdom Financial Conduct Authority (where applicable) and United Kingdom adopted
international accounting standards. The accounting policies applied are consistent with those described in the Annual
Report and Accounts of the Group for the year ended 31 December 2024. The functional currency of each entity in the
Group is pound sterling. The consolidated financial statements are presented in pound sterling and all values are rounded
to the nearest one hundred thousand pounds, except where otherwise indicated.
Basis of Preparation
The consolidated financial statements have been prepared on a going concern basis under the historical cost convention
as modified by the recognition of derivative financial instruments, financial assets and other financial liabilities at fair value
through the profit and loss and the recognition of financial assets at fair value through other comprehensive income.
The consolidated financial statements provide comparative information in respect of the previous period.
Going Concern
In assessing the going concern position of the Group for the year ended 31 December 2025, the Directors have considered
the following:
y the Group’s trading performance in 2025 and throughout the traditional January and February 2026 peak period;
y the future expected trading performance of the Group to 30 June 2027 (the going concern period), including
membership levels and behaviours in light of the continued difficult macroeconomic environment; and
y the Group’s financing arrangements and relationship with its lenders and shareholders.
Trading in 2025 was strong, with membership at the end of December 2025 reaching 923,000, an increase of 4% from the
end of December 2024. Average revenue per member per month (‘ARPMM’) for the year was £21.60, up 4% from £20.81
in the prior year. As a result, revenue increased by 8% to £244.9m (2024: £226.3m), and Group Adjusted EBITDA Less
Normalised Rent at £56.7m was 19% better than in 2024.
The Group also reported strong cash generation in the year, with Free Cash Flow of £38.3m (see Note 24 to the
Consolidated Financial Statements for a reconciliation to Net Cash Inflow from Operating Activities) being generated
and used to fund 16 new site openings and major refurbishments and enhancements to the mature estate, as well as
significant investment in technology.
On 12 June 2025, the Group agreed a one year extension to the existing bank facilities as well as an increase in the
available RCF facility of £12m. As a result, the Group now has in place a combined £102m facility, consisting of £45m of
Term Loan and £57m of RCF, which is due to mature in June 2028. Drawings under the facility continue to be subject to
quarterly financial covenant tests on Adjusted Leverage (Non-Property Net Debt divided by Group Adjusted EBITDA Less
Normalised Rent must not exceed 3.0 times) and Fixed Charge Cover (Adjusted EBITDAR to Net Finance Charges plus
Normalised Rent must be greater than 1.5 times).
As at 31 December 2025, the Group had Non-Property Net Debt (including non-property leases) of £59.3m, consisting
of £62.0m drawn debt under the RCF, £0.3m of non-property leases and £3.0m of cash. The Directors believe that this
measure of net debt best reflects the financial health of the business. In addition, it is a key constituent of the Adjusted
Leverage covenant included in the Group’s banking agreement as noted above. Headroom under the bank facilities at 31
December 2025 (drawn debt less cash) was £43.0m. Adjusted Leverage was 1.0 times and Fixed Charge Cover was 2.1 times.
Following the January and February 2026 peak trading period, closing membership at 28 February 2026 was 999,000,
an increase of 8% on the position at 31 December 2025, demonstrating that the low cost gym model remains resilient and
spend on gym membership continues to be prioritised.
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
106
Despite the continued strong trading performance, the Directors have continued to take a cautious approach to
planning. The base case forecast for the period to 30 June 2027 anticipates some growth in yields across the whole
estate as a result of pricing optimisation actions identified as part of the Next Chapter growth plan. Modest increases
in membership levels are driven largely by the sites opened in 2024 and 2025, and not by growth in the mature estate.
In addition, whilst the Directors have planned for an acceleration of the new site opening programme throughout the
plan period, all new sites are assumed to be self-financed. Under this scenario, the financial covenants are passed with
headroom, and the Group can operate comfortably within its financing facilities.
The Directors have also considered a severe downside scenario in which membership numbers in the mature estate
decline by approximately 4%. Yields continue to grow, but at a much more modest rate than in the base case. In this
scenario, the number of new site openings is reduced to conserve cash, expenditure on maintenance and marketing is
reduced slightly, and discretionary performance-related bonuses and share based payment funding are removed. The
share buyback programme is also paused. Under this scenario, the financial covenants continue to be passed, and the
Group continues to operate within its financing facilities.
The Directors have also considered a reverse stress test scenario to ascertain the extent of the downturn in trading
that would be required to breach the Group’s banking covenants or liquidity requirements. Mitigating actions assumed
in this scenario include moving to a minimum level of maintenance and technology capital expenditure; further
reducing controllable operating costs and marketing expenditure; and pausing the new site opening programme in
order to preserve cash. In this scenario, membership numbers would need to decline steadily from April 2026 to June
2027 to the point where closing membership at 30 June 2027 was 27% lower than the base case. Under this scenario,
the Fixed Charge Cover covenant would be breached in June 2027. The Group would, however, continue to operate
within its current level of debt capacity and the Adjusted Leverage ratio would not be breached.
In the event of a reverse stress test scenario, the Directors would introduce additional measures to mitigate the impact
on the Group’s covenants and liquidity, including: (i) even greater reductions in controllable operating costs, marketing
and capital expenditure; (ii) discussions with lenders to secure a covenant waiver; and (iii) deferral of, or reductions in,
rent payments to landlords. The Directors consider the reverse stress test scenario to be highly unlikely.
Conclusion
The Board has reviewed the financial plan and downside scenarios of the Group and has a reasonable expectation
that the Group has adequate resources to continue in operational existence for the period to 30 June 2027. As a result,
the Directors continue to adopt the going concern basis in preparing the consolidated financial statements. In making
this assessment, consideration has been given to the current and future expected trading performance; the Group’s
current and forecast liquidity position and the support received to date from our lenders and shareholders; and the
mitigating actions that can be deployed in the event of reasonable downside scenarios.
Climate Change
In preparing the consolidated financial statements, management has considered the impact of climate change,
particularly in the context of the disclosures included in the Strategic Report and the stated net zero targets. These
considerations did not have a material impact on the financial reporting judgements and estimates, consistent
with the assessment that climate change is not expected to have a significant impact on the Group’s going concern
assessment to 30 June 2027 nor the viability of the Group over the next three years.
The following specific points were considered:
y We procure 100% renewable energy for all of our sites where we directly control the purchase of energy.
y The Group continues to reduce its carbon emissions and environmental impact by investing in the energy-efficient
design of our new sites, as well as in our existing estate.
y Our carbon emissions through electrical power consumption will reduce with the decarbonisation of the National
Grid and natural gas will eventually become our principal source of direct carbon emission. We now have 87 sites
operating successfully without gas for water heating and are continuing to roll out electric heat pumps to obviate
the requirement for gas.
y In all cases, the expected costs and investment required during the Group’s strategic planning horizon have been
considered within the future cash flows included within the Group’s three year plan which forms the basis of our
going concern and viability assessment, the goodwill and site impairment testing, and the assessment of the
recoverability of deferred tax assets.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
107
2. Summary of Material Accounting Policies continued
Consolidation
Subsidiaries
A subsidiary is an entity controlled, either directly or indirectly, by the Company. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
y power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
y exposure, or rights, to variable returns from its involvement with the investee; and
y the ability to use its power over the investee to affect its returns.
All subsidiaries are wholly owned.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the Consolidated Statement of Comprehensive Income from the date
the Group gains control and until the date the Group ceases to control the subsidiary.
All subsidiaries apply consistent accounting policies and all intra-Group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
The acquisition method of accounting is used to account for the acquisition of subsidiaries or business combinations where
trade and assets are acquired by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date,
irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group’s
share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the
net assets of the subsidiary acquired, the difference is recognised directly in the Consolidated Statement of Comprehensive
Income. Subsequent changes to the fair value during the measurement period are treated as fair value adjustments against
the acquired net assets.
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segment, has been identified as the Board of Directors. The Group’s activities consist solely
of the provision of low cost, high quality, 24/7, no contract gyms within the United Kingdom, traded through 260 sites at
31 December 2025. It is managed as one entity and management has consequently determined that there is only one
operating segment.
Revenue
Revenue, which is stated excluding value added tax and other sales-related taxes, is measured at the fair value of the
consideration receivable for goods and services supplied.
Revenue from memberships comprises monthly membership fees, non-refundable joining fees and longer term
membership fees. Longer term membership fees comprise student memberships which typically cover a six, nine or
12 month period, pay-up-front memberships which typically cover a nine or 12 month period and corporate annual
membership. All membership income (being the membership fee and the joining fee) is recognised straight-line over the
period that the membership relates to, with any subscriptions in advance of the period in which the service is provided
being recorded as a contract liability in the Consolidated Statement of Financial Position.
Rental income from personal trainers, which represents amounts paid by standalone personal trainers to operate their
business from our gyms, is recognised on a straight-line basis over the term of the rental agreement.
Other income, which includes the sale of goods through vending machines and day passes, are recognised at the point in
time when control of the goods transfers to the customer.
Contracts with customers are non-complex and do not require any significant accounting judgements or estimates.
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
108
Cost of Sales and Gross Profit
Cost of sales comprises costs arising in connection with the generation of ancillary revenue as well as call centre costs
and payment processing costs. Therefore, gross profit is stated before costs associated with operating the gyms.
Non-Underlying Items
Non-underlying items are income or expenses that are material by their size and/or nature and are not considered to
arise in the normal course of business. The Directors consider that these items should be disclosed separately on the face
of the Consolidated Statement of Comprehensive Income (but within their relevant category) to allow a more comparable
view of underlying trading performance.
Non-underlying items include costs of major strategic projects and investments, restructuring and reorganisation costs
(including site closure costs), impairment of assets, amortisation and impairment of business combination intangibles,
and refinancing costs.
Profit before non-underlying items is used to calculate Adjusted Earnings Per Share and is reconciled to profit before
taxation on the face of the Consolidated Statement of Comprehensive Income. Non-underlying items are disclosed in Note 8.
Intangible Assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable
assets of the acquired subsidiary or the Group’s share of trade and assets acquired in a business combination at the date
of acquisition. Goodwill on acquisitions is included in intangible assets. Goodwill is tested annually for impairment and
carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on
the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Further information in relation
to impairment testing is provided in the ‘Impairment of non-financial assets’ section of this Note.
Computer Software and Licences
Acquired computer software and licences are capitalised on the basis of the costs incurred to acquire and bring into
use the specific software. Certain costs incurred in connection with the development of software to be used internally,
or for providing services to customers, are capitalised once a project has progressed beyond a conceptual, preliminary
stage to that of application development. Development costs that are directly attributable to the design and testing of
identifiable and unique software products controlled by the Group are recognised as intangible assets when the following
criteria are met:
y It is technically feasible to complete the software product so that it will be available for use.
y Management intends to complete the software product and use or sell it.
y There is an ability to use or sell the software product.
y It can be demonstrated that the software product will generate probable future economic benefits.
y Adequate technical, financial and other resources to complete the development and to use or sell the software
product are available.
y The expenditure attributable to the software product during its development can be reliably measured.
Costs that qualify for capitalisation include both internal and external costs but are limited to those that are directly
related to the specific project. Computer software costs are included at capitalised cost less accumulated amortisation
and any recognised impairment loss.
Amortisation is calculated to write down the cost of the assets on a straight-line basis over their estimated useful lives,
over three to five years. Useful lives are reviewed at the end of each reporting period and adjusted as appropriate. The
carrying value of computer software is reviewed for impairment if events or changes in circumstances indicate the
carrying value may not be recoverable.
Property, Plant and Equipment
Property, plant and equipment are included in the financial statements at cost less accumulated depreciation and any
recognised impairment loss.
Depreciation is calculated to write down the cost of the assets on a straight-line basis over the estimated useful lives as follows:
y leasehold improvements over the shorter of the useful life and the term of the lease;
y fixtures, fittings and equipment between three and ten years;
y gym and other equipment between five and ten years; and
y computer equipment three years.
The estimated useful lives are reviewed at the end of each reporting period and adjusted if appropriate. The carrying
values of property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate the
carrying value may not be recoverable.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
109
2. Summary of Material Accounting Policies continued
Property, Plant and Equipment continued
Assets under construction represents the costs incurred in the construction of gyms and are included in Property, plant
and equipment. No depreciation is provided on assets under construction until the asset is available for use.
On 1 January 2025, the Group revised its estimate of the useful estimated life of certain gym and other equipment,
which is classified as Property, plant and equipment. The Group believes that the new useful estimated life provides more
accurate information in relation to the consumption of the assets. The Group has applied the change in the estimate
prospectively. The impact of this change in estimate was a decrease of £2.2m of depreciation expense in 2025, and
therefore a £2.2m increase in profit before tax.
Leases and Right-of-Use Assets
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a
right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee.
Lease Liabilities
Lease liabilities are presented as a separate line in the Consolidated Statement of Financial Position.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the Group’s incremental borrowing rate. The Group uses its incremental borrowing rate because
the interest rate implicit in the lease is not readily determinable. The Group’s incremental borrowing rate is the rate that
the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in
a similar economic environment with similar terms, security and conditions.
Lease payments included in the measurement of the lease liability comprise:
y fixed lease payments (including in-substance fixed payments) less any lease incentives receivable;
y variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date; and
y payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate
the lease.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the
liability. There are no variable lease payments nor residual value guarantees.
To determine the incremental borrowing rate, the Group:
y where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to
reflect changes in financing conditions since third-party financing was received;
y uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by The Gym
Group, which does not have recent third-party financing; and
y makes adjustments specific to the lease, e.g. term and security.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability whenever:
y there is a change in the Group’s assessment of whether it is reasonably certain to exercise a purchase, extension or
termination option, in which case the lease liability is remeasured by discounting the minimum lease payments using a
revised discount rate at the effective date of the change in assessment;
y the lease payments change due to changes in an index or rate, in which cases the lease liability is remeasured by
discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due
to a change in a floating interest rate, in which case a revised discount rate is used);
y the lease payments change due to a rent review, in which case the lease liability is remeasured by discounting the
revised lease payments using the original discount rate at the effective date of the change in rent; and
y the lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the
lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the effective
date of the modification.
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
110
When the lease liability is remeasured, an equivalent adjustment is made to the right-of-use asset, except in the case
of modifications resulting in a reduction in the scope of the lease, or in instances where doing so would reduce the
carrying amount of the right-of-use asset below zero. For a modification that fully or partially decreases the scope of
the lease, the carrying amount of the right-of-use asset is reduced to reflect partial or full termination of the lease and
any difference between that adjustment and the amount of the remeasurement of the lease liability is recognised in
profit or loss at the effective date of the modification. In other cases, if the right-of-use asset is reduced to zero by a
remeasurement, any remaining amount of the remeasurement is recognised in profit or loss.
Although the Group enjoys security of tenure as tenant in respect of certain of its lease arrangements, there are
conditions associated with these rights such that no unconditional right to extend the lease term exists.
Extension and termination options are included in a number of property leases across the Group. These are used to
maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension
and termination options held are exercisable only by the Group and not by the respective lessor. When it is reasonably
certain that the Group will not exercise a termination option or will exercise an extension option, this assumption is
included within the calculation of the lease liability.
Incremental Borrowing Rate
The calculation of lease liabilities requires the Group to determine an incremental borrowing rate (‘IBR’) to discount future
minimum lease payments. Judgement has been applied to those leases entered into prior to November 2015 when the
Group listed on the London Stock Exchange and entered into a Revolving Credit Facility (‘RCF’), and which remain on the 31
December 2025 balance sheet as right-of-use assets and lease liabilities. Prior to this the Group was under private equity
ownership, with its financing reflecting such ownership (including loan notes). As a consequence, there was less observable
data on which to assess the IBR of the Group during this time, hence there was an increased level of judgement in assessing
an appropriate IBR for use in applying IFRS to pre-2015 leases. Post-listing and refinancing of the Group’s bank facilities
in October 2019, there was an increased level of observable data, including a market-based margin, to indicate the credit
spread on which the Group could borrow. This margin was then added to observable Bank of England base or risk-free rates,
such that the level of judgement on post-2015 leases, and in particular post-2019 leases, is considered to be low.
Right-of-Use Assets
Right-of-use assets predominantly relate to property leases and are depreciated on a straight-line basis over the shorter
of the asset’s useful life and the lease term. Right-of-use assets for non-property leases mainly relate to gym equipment
purchased on hire purchase contracts and are depreciated over the asset’s useful life.
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes:
y the amount of the initial measurement of the lease liability;
y any lease payments made at or before the commencement date less any lease incentives received;
y any initial direct costs; and
y restoration costs.
The carrying values of right-of-use assets are reviewed for impairment if events or changes in circumstances indicate the
carrying value may not be recoverable.
Impairment of Non-Financial Assets
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.
Under IAS 36, goodwill is allocated to cash generating units (‘CGUs’) or groups of CGUs on the basis of which CGU or
group of CGUs is expected to benefit from the business combination in which the goodwill arose. As management has
determined that the Group’s goodwill cannot be allocated to CGUs on a non-arbitrary basis and that the Group has just
one operating segment and goodwill is not monitored at any lower level, then consistent with the requirements of IAS 36,
testing for goodwill impairment is performed at the operating segment level, being the entire business.
Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an
asset’s fair value less costs to sell and value-in-use.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
111
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
2. Summary of Material Accounting Policies continued
Impairment of Non-Financial Assets continued
Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable
amount of the CGU to which the asset belongs. CGUs are identified based on the lowest level aggregation of asset from
which largely independent cash inflows are generated. This can be a single gym or, in a number of instances, a group of
gyms which are geographically closely located where the cash inflows from each individual gym are not generated largely
independent of other gym sites within the surrounding geographical area. Any impairment charge is recognised in
non-underlying items in the Consolidated Statement of Comprehensive Income in the period in which it occurs.
Impairment losses relating to goodwill cannot be reversed in future periods. At each reporting date, an assessment is
made as to whether there is any indication that a previously recognised impairment loss for assets other than goodwill no
longer exists or has decreased. If there is any such indication, the recoverable amount of the asset is recalculated and the
impairment loss reversed. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable
amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss
been recognised for the asset in prior years. Such reversal is recognised in non-underlying items in the Consolidated
Statement of Comprehensive Income unless the asset is carried at a revalued amount, in which case, the reversal is
treated as a revaluation increase and recognised as a separate reserve within equity.
Further information on impairment testing is provided in Notes 3, 12, 14 and 15.
Financial Instruments
Fair Value Hierarchy
IFRS 7 requires fair value measurements to be recognised using a fair value hierarchy that reflects the significance of the
inputs used in the value measurements:
Level 1: quoted prices in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
There were no transfers between levels throughout the periods under review.
Financial Assets
The Group’s financial assets comprise trade and other receivables, cash and cash equivalents, and investments. The
Group classifies its financial assets as those to be measured at amortised cost, those recognised at fair value through
profit and loss, and those recognised at fair value through other comprehensive income.
The Group measures its trade and other receivables, and cash and cash equivalents at amortised cost. Subsequent
to initial recognition, these assets are carried at amortised cost using the effective interest method. Income from
these financial assets is calculated on an effective yield basis and is recognised in finance income in the Consolidated
Statement of Comprehensive Income. Due to the Group’s upfront payment model, it has limited exposure to credit losses.
Investments in unquoted equity securities are designated as fair value through other comprehensive income if they are
held as long term strategic investments that are not expected to be sold in the short to medium term. Any changes in fair
value of those assets are recognised in other comprehensive income and are not recycled to profit or loss.
Financial assets are classified as non-current if the asset is not expected to be realised within 12 months.
Financial Liabilities
The Group’s financial liabilities comprise trade and other payables, other financial liabilities (including contingent
consideration) and borrowings.
The Group initially recognises its financial liabilities at fair value net of transaction costs where applicable and, other than
derivatives and contingent consideration, they are subsequently measured at amortised cost using the effective interest
method. Transaction costs are amortised using the effective interest method over the maturity of the loan. Contingent
consideration is subsequently measured at its fair value, which is reassessed at each reporting period, and any fair value
movement is recognised in non-underlying items in the Consolidated Statement of Comprehensive Income.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
112
Borrowing Costs
General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on temporary investments of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in finance costs in the Consolidated Statement of Comprehensive Income in the
period in which they are incurred.
Hedging Activities
The Group enters into structured wholesale energy market contracts for the procurement of electricity and natural gas.
It does this by buying energy directly from the wholesale market to cover operational energy requirements. All contracts
are entered into and continue to be held to receive or deliver the energy in accordance with the Group’s expected usage
requirements and all contracted quantities are actually physically supplied with no financial settlement prior to, or at,
maturity. As such, the Group applies the own use exemption in IFRS 9 with regards energy market contracts and recognises
the contracted cost of energy in the Consolidated Statement of Comprehensive Income when the energy is consumed.
Pensions
The Group operates defined contribution pension schemes and pays contributions to publicly or privately administered
pension plans. The Group has no further payment obligations once the contributions have been paid. The contributions
are recognised as an employee benefit expense when they are due.
Share Based Payments
The Group operates a number of share based arrangements for employees. Equity-settled share based payments are
measured at the fair value of the equity instruments at the grant date, which excludes the effect of non-market-based
vesting conditions. The fair value at the grant date is recognised as an expense on a straight-line basis over the vesting
period, based on the Group’s estimate of the number of equity instruments that will eventually vest. The estimate of the
number of awards likely to vest is reviewed at each balance sheet date up to the vesting date, at which point the estimate
is adjusted to reflect the actual outcome of awards which have vested. No adjustment is made to the fair value after the
vesting date even if the awards are forfeited or not exercised. Employer’s national insurance contributions are payable, on
exercise, on the market value of the award.
Inventories
Inventories are carried at the lower of cost and net realisable value.
Trade and Other Receivables
Trade and other receivables comprise rental income due from personal trainers, room rental income, advertising income
and amounts due from landlords in respect of contributions towards building work. They are initially measured at
transaction price. Subsequently, trade and other receivables are measured at amortised cost. The loss allowance for
trade receivables and accrued income is measured using the simplified approach (lifetime expected credit losses).
Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank, short term deposits held on call with banks and other short term,
highly liquid investments with original maturities of three months or less.
Trade and Other Payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Trade and other payables are classified as current liabilities if payment is due within one year.
If not, they are presented as non-current liabilities. Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method.
Taxation
Current Taxation
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from, or paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted at the balance sheet date. Income tax relating to items recognised in comprehensive
income or directly in equity, is recognised in comprehensive income or equity and not in the Consolidated Statement of
Comprehensive Income.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
113
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
2. Summary of Material Accounting Policies continued
Taxation continued
Deferred Taxation
Deferred income tax is provided using the liability method on all temporary differences between the tax bases of assets and
liabilities, and their carrying amounts for financial reporting purposes at the balance sheet date, with the following exceptions:
y where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit
or loss;
y in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the
reversal of the temporary differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future; and
y deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available
against which deductible temporary differences, carried forward tax credits or tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities. Deferred income tax assets and liabilities are measured at the tax rates that are
expected to apply in the period when the asset is realised or the liability is settled, based on tax rates and tax laws that
have been enacted or substantively enacted at the balance sheet date.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event; it is
probable that an outflow of resources will be required to settle the obligation; and a reliable estimate can be made of the
amount of the obligation. Provisions are measured at the present value of the expenditure expected to be required to
settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and risks
specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.
A dilapidations provision is recognised when there is a present obligation relating to the maintenance of leasehold
properties. The provision is based on management’s best estimate of the cost of meeting this obligation.
Dividends
Dividends payable by the Company are recognised on declaration.
3. Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements in accordance with IFRS requires estimates and assumptions to be made that
affect the value at which certain assets and liabilities are held at the balance sheet date and also the amounts of revenue
and expenditure recorded in the period. The Directors believe the accounting policies chosen are appropriate to the
circumstances and that the estimates, judgements and assumptions involved in its financial reporting are reasonable.
Accounting estimates made by the Group’s management are based on information available to management at the time
each estimate is made. Accordingly, actual outcomes may differ materially from current expectations under different
assumptions and conditions. The significant judgements that management has made in applying its accounting
policies and the estimates and assumptions for which there is a significant risk of a material adjustment to the financial
statements within the next financial year are set out below.
Critical Judgements
Determination of CGUs for Goodwill Impairment Testing
The Group’s activities consist solely of the provision of low cost, high quality, 24/7, no contract gyms within the United
Kingdom, traded through 260 sites as at 31 December 2025. All gyms operate under ‘The Gym Group’ brand including
gyms acquired through business combinations. Under IAS 36, goodwill is allocated to the cash generating units (‘CGUs’) on
the basis of which CGU or group of CGUs is expected to benefit from the business combination in which the goodwill arose.
However, management has determined that the Group’s goodwill cannot be allocated to CGUs on a non-arbitrary basis.
Further, the Group has determined that it has a single operating segment and goodwill is not monitored at any lower
level. Therefore, consistent with the requirements of IAS 36, testing for goodwill impairment is performed at the operating
segment level, being the entire business.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
114
Determination of CGUs for Property, Plant and Equipment, and Right-of-Use Assets Impairment Testing
Annually, management considers indicators of impairment to determine if an impairment assessment is required for
property, plant and equipment, right-of-use assets and intangible assets other than goodwill. Where indicated, management
identifies the CGU into which an asset belongs. Individual assets generally do not generate independent cash inflows, and
therefore they must be tested at the level of the CGU. In many cases, individual gyms are considered to generate largely
independent cash flows and therefore are considered to be a single CGU for impairment purposes. However, there are some
instances where a number of sites may be interdependent in generating cash flows. This is the case where some gyms in a
geographic location have a higher proportion of Ultimate members who frequently visit other gyms in the same geographic
location. In these instances, there is significant trading interdependency and the cash inflows from each individual gym
are not generated largely independent of each other. In these instances, these gyms are grouped together and considered
to be one CGU for impairment assessment purposes. There is judgement required to determine which sites are largely
independent and which gyms are interdependent on each other. If no grouping of sites was assumed, the additional
impairment recognised in the financial year ended 31 December 2025 would have been £2.8m in relation to three sites.
Further information on the impairment testing undertaken in the year is included in Note 14.
Accounting for Costs Associated with the New Member Management and Payment Systems
During 2025, the Group commenced a programme to upgrade member management and payment systems. In
accordance with the accounting policy set out on page 109, the Group capitalises costs for product development projects
if the capitalisation criteria under IAS 38 is met. Significant judgement is involved in distinguishing which costs meet the
capitalisation criteria under IAS 38. As at 31 December 2025, £4.5m of costs incurred met the capitalisation criteria under
IAS 38, and the remaining £2.1m of costs incurred have been included as non-underling expenses in the Consolidated
Statement of Comprehensive Income.
Sources of Estimation Uncertainty
Impairment Testing
The recoverable amount of the Group’s CGUs is based on value-in-use calculations. This method requires the estimation of
future cash flows and the determination of a pre-tax discount rate in order to calculate the present value of the cash flows.
Discount rates reflect the estimated return on capital employed required by an investor. This is also the benchmark used by
management to assess operating performance and to evaluate future capital investment proposals. The pre-tax discount
rate is derived from the Group’s post-tax weighted average cost of capital. Changes in the discount rate are calculated with
reference to latest market assumptions for the risk-free rate, equity market risk premium and the cost of debt.
Where an impairment loss is identified, it is allocated to the assets of the CGU on a pro-rata basis to their carrying
amount, subject to the limitation that the carrying amount of an asset cannot be reduced below the highest of fair value
less costs of disposal, value-in-use or zero. More information, including key assumptions and carrying values, is included in
Notes 12, 14 and 15.
Whilst the Directors have currently assessed that reasonably possible changes in key assumptions are unlikely to cause
an impairment in the carrying value of goodwill, estimates of future cash flows and the determination of discount rates
applied to those cash flows could change in the longer term such that an impairment arises. Further, the Directors have
currently assessed that the carrying value of property, plant and equipment is sensitive to reasonably possible changes
in key assumptions – see Note 14 for further details. In addition, estimates of future cash flows and the determination of
discount rates applied to those cash flows could change in the longer term such that an impairment arises in relation to
other CGUs.
4. New and Amended IFRS Standards
New and Amended IFRS Standards that are Effective for the Current Year
The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning
on or after 1 January 2025 (unless otherwise stated). The Group has not early adopted any other standard, interpretation
or amendment that has been issued but is not yet effective.
Lack of Exchangeability – Amendments to IAS 21
The amendments specify how an entity should assess whether a currency is exchangeable and how it should determine a
spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables
users of its financial statements to understand how the currency not being exchangeable into the other currency affects,
or is expected to affect, the entity’s financial performance, financial position and cash flows.
The amendments did not have a material impact on the Group’s financial statements.
There were no other standards and amendments that became effective in the period, that apply to the consolidated
financial statements of the Group.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
115
4. New and Amended IFRS Standards continued
New and Revised IFRS Standards that are In Issue but not yet Effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of
the Group’s financial statements are disclosed below. The Group intends to adopt these new and amended standards and
interpretations, if applicable, when they become effective.
Standard
Effective for periods beginning on or after
Amendments to the Classification and Measurement of
Financial Instruments – Amendments to IFRS 9 and IFRS 7
1 January 2026
Annual Improvements to IFRS Accounting Standards – Volume 11
1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures
1 January 2027
The Group has assessed the impact of these new and amended standards and interpretations, and does not anticipate
any material impact on the consolidated financial statements, with the exception of IFRS 18.
IFRS 18 – Presentation and Disclosure in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new
requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made
minor amendments to IAS 7 and IAS 33 Earnings per Share.
IFRS 18 introduces new requirements to:
y present specified categories and defined subtotals in the statement of profit or loss;
y provide disclosures on management-defined performance measures (‘MPMs’) in the notes to the financial
statements; and
y improve aggregation and disaggregation.
The Group is required to apply IFRS 18 for its financial year beginning on 1 January 2027 and the amendments to IAS 7
and IAS 33, as well as the revised IAS 8 and IFRS 7, will become effective at the same time. IFRS 18 requires retrospective
application with specific transition provisions.
The Directors are still assessing the impact of the application of these amendments on the presentation of the Group’s
consolidated financial statements. Some of the possible impacts have been disclosed below.
IFRS 18 introduces five defined categories in the statement of profit and loss (Operating, Investing, Financing, Income
Taxes and Discontinued Operations). It is expected that finance Income will move into the ‘Investing’ category. A new
subtotal of ‘Profit before financing and tax’ will be introduced, which will include the finance income amount.
IFRS 18 also requires the disclosure of all MPMs within a single note to the financial statements. Some of the current
alternative performance measures may constitute MPMs under IFRS 18 and would therefore fall into the scope of these
requirements.
5. Revenue
The principal revenue streams for the Group are membership income, rental income from personal trainers and
ancillary income.
Membership income comprises monthly membership fees, non-refundable joining fees and longer term membership fees
in relation to student, saver and corporate memberships. Rental income from personal trainers represents amounts paid
by standalone personal trainers to operate their business from our gyms. Ancillary income includes income from the sale
of goods through vending machines, and advertising income through the use of media screens.
The majority of revenue is derived from contracts with members and all revenue arises in the United Kingdom.
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
116
Disaggregation of Revenue
In the following table, revenue is disaggregated by major products and service lines and timing of revenue recognition.
31 December 2025 31 December 2024
£m £m
Major products/service lines
Membership income
232.6
214.9
Rental income from personal trainers
8.6
8.2
Ancillary income
3.7
3.2
244.9
226.3
Timing of revenue recognition
Products transferred at a point in time
4.3
3.7
Products and services transferred over time
240.6
222.6
244.9
226.3
Liabilities relating to contracts with customers
Contract liabilities (Note 19)
(17.6)
(15.8)
Revenue recognised that was included in contract liabilities in the prior year
Membership income
15.8
14.4
Contract liabilities relate to membership fees received at the start of a contract, where the Group has the obligation
to provide a gym membership over a period of time, and are included within trade and other payables (see Note 19).
The contract liability balance increases as the Group’s membership numbers increase. The Group does not receive any
consideration greater than 12 months in advance from members. Hence, the total contract liability as at 31 December
2024 of £15.8m has been recognised as revenue during the year ended 31 December 2025.
6. Operating Expenses (before Depreciation, Amortisation and Impairment)
Operating expenses comprise the following:
31 December 2025 31 December 2024
£m £m
Underlying employee costs (Note 7)
57.0
49.8
Site costs (excluding employee costs)
1
82.4
80.6
Central support office costs (excluding employee costs)
2
8.9
8.7
Auditor’s remuneration costs:
Fees payable for the audit of the Group’s annual accounts
0.2
0.4
Audit of the Group’s subsidiaries pursuant to legislation
0.1
0.1
Underlying operating expenses (before depreciation, amortisation
and impairment)
148.6
139.6
Non-underlying operating expenses (before depreciation, amortisation and
impairment) (Note 8)
2.1
0.4
Operating expenses (before depreciation, amortisation and impairment)
150.7
140.0
1 Site costs include the fixed and variable costs of running the Group’s gyms and include rates and services charges, cleaning costs, utilities, repairs and
maintenance, site technology costs, marketing costs and insurance.
2 Central support office costs largely comprise central technology and marketing costs and professional and administrative fees.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
117
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
7. Employee Information
31 December 2025 31 December 2024
£m £m
Wages and salaries
46.6
42.8
Social security costs
4.6
3.4
Employers’ pension costs
0.9
0.8
Share based payments (Note 26)
5.5
3.4
Underlying employee costs
57.6
50.4
Non-underlying employee costs (Note 8)
1.1
0.1
Employee costs
58.7
50.5
Included within employee costs in 2025 is £0.6m (2024: £0.6m) which has been included within cost of sales in the
Consolidated Statement of Comprehensive Income.
The average number of employees, including Directors, during the year was:
31 December 2025
31 December 2024
Operational
1,674
1,621
Administrative
250
216
1 ,9 2 4
1,837
8. Non-Underlying Items
31 December 2025 31 December 2024
£m £m
Affecting operating expenses (before depreciation, amortisation
and impairment)
Costs of major strategic projects and investments
2.1
0.2
Restructuring and reorganisation costs (including site closures)
–
0.2
Total affecting operating expenses (before depreciation, amortisation
and impairment)
2.1
0.4
Affecting depreciation, amortisation and impairment
Impairment of property, plant and equipment, right-of-use assets
and intangible assets
0.8
0.4
Amortisation of business combination intangible assets
0.1
0.1
Total affecting depreciation, amortisation and impairment
0.9
0.5
Total affecting operating expenses
3.0
0.9
Affecting finance costs
Refinancing costs and remeasurement of borrowings
0.2
0.2
Total affecting finance costs
0.2
0.2
Total all non-underlying items before tax
3.2
1.1
Tax on non-underlying items
(0.7)
(0.1)
Total non-underlying charge in the Consolidated Statement
of Comprehensive Income
2.5
1.0
Non-underlying items affecting operating expenses (before depreciation, amortisation and impairment) increased in the
year to £2.1m (2024: £0.4m). The £2.1m reflects the non-capitalisable costs (including £1.1m of employee costs) incurred to
date on the implementation of the new member management and payment systems to replace legacy technology and
introduce market-leading business and member capabilities to further accelerate delivery of our strategic initiatives.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
118
Non-underlying costs affecting depreciation, amortisation and impairment in the year amounted to £0.9m (2024: £0.5m),
of which £0.8m (2024: £0.4m) relates to the partial impairment of four sites (2024: one site). The remaining £0.1m (2024:
£0.1m) relates to the amortisation of business combination intangibles acquired as part of the Lifestyle, easyGym and
Fitness First acquisitions.
Non-underlying items affecting finance costs amounted to £0.2m (2024: £0.2m) and relates to the remeasurement of the
RCF and Term Loan as a result of the amendment and extension in the period of the Group’s banking facilities. Further
information about the Group’s bank facilities can be found in Note 20.
Tax on non-underlying items represents the tax charge or credit arising on the Group’s non-underlying items calculated at
the current tax rate.
Reconciliation of Non-Underlying Operating Items to Cash Flow
31 December 2025 31 December 2024
£m £m
Non-underlying items affecting operating expenses
3.0
0.9
Less: Non-underlying items affecting depreciation, amortisation and impairment
(0.9)
(0.5)
Add: Opening accruals
–
0.5
Less: Closing accruals
(0.3)
–
Cash outflow from non-underlying operating items
1.8
0.9
9. Finance Costs
31 December 2025 31 December 2024
£m £m
Bank loans
4.9
5.6
Lease interest
16.4
15.5
21.3
21.1
Less: Capitalised interest
(0.4)
(0.4)
Underlying finance costs
20.9
20.7
Non-underlying finance costs
0.2
0.2
Finance costs
21.1
20.9
Capitalised interest is recognised within leasehold improvements. The capitalisation rate used to determine the amount
of borrowing costs to be capitalised is the weighted average interest rate applicable to the Group’s general borrowings
during 2025 of 7.1% (2024: 8.2%).
10. Taxation
Tax on Profit
31 December 2025 31 December 2024
£m £m
Current income tax
Current tax on profits in the year
–
–
Total current income tax
–
–
Deferred tax
Origination and reversal of temporary differences
–
1.9
Total deferred tax
–
1.9
Tax (charge)/credit
–
1.9
The standard rate of corporation tax applied to reported profits is 25% (2024: 25%).
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
119
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
10. Taxation continued
Reconciliation of Tax (Charge)/Credit
31 December 2025 31 December 2024
£m £m
Profit before tax
7.4
2.5
Tax calculation at standard rate of corporation tax
(1.9)
(0.6)
Expenses not deductible for tax purposes
(0.3)
(0.4)
Unrecognised tax losses
2.2
2.9
Tax (charge)/credit
–
1.9
Deferred Tax
Accelerated
capital Intangible Share
allowances Losses assets schemes Other Total
£m £m £m £m £m £m
At 1 January 2024
2.1
11.1
(0.3)
0.9
2.5
16.3
Recognised in the Consolidated Statement of
Comprehensive Income
1.0
1.0
0.3
–
(0.4)
1.9
At 31 December 2024
3.1
12.1
–
0.9
2.1
18.2
Recognised in the Consolidated Statement of
Comprehensive Income
(1.7)
1.5
–
0.6
(0.4)
–
At 31 December 2025
1.4
13.6
–
1.5
1.7
18.2
Deferred tax assets are recognised in respect of those tax losses and other temporary differences only to the extent it is
considered probable that the assets will be recoverable. This involves an assessment of when those assets are likely to be
recovered, and a judgement as to whether or not there will be sufficient taxable profits available to offset the assets.
In assessing the probability of recovery, the Directors reviewed the Group’s three year plan that underpinned the going
concern and viability assessment, and the goodwill and property, plant and equipment impairment testing. However, the
cash flows, particularly in the outer years, were then risk-adjusted to reflect the uncertainty inherent to the future.
Under the Base Case assumptions, forecast taxable profits over the planning period would support the recognition of
a deferred tax asset of £19.5m. However, forecast profits in the later years of the plan are inherently subject to greater
estimation uncertainty, particularly in respect of mature membership levels, pricing and membership growth, margin
performance and the pace of new site openings. In light of this uncertainty, the Directors have exercised judgement in
limiting the recognised balance to £18.2m, being the amount considered probable of recovery based on the weight of
available evidence at the reporting date. The Directors have also considered reasonably possible downside assumptions
as part of their broader forecasting and viability assessment process. Under those assumptions, the recoverable
amount within the three year plan period would reduce by approximately £1.7m. This sensitivity reflects reasonably
possible changes in key assumptions at the reporting date. Any future reduction in the deferred tax asset is expected to
arise primarily through the normal utilisation of tax losses against taxable profits rather than from a reassessment of
recoverability. The Directors therefore believe that there is convincing evidence to support the recognition of deferred
tax assets of £18.2m (2024: £18.2m) in the Group’s balance sheet at 31 December 2025, which are forecast to be recovered
within three years.
A deferred tax asset of £13.6m (2024: £12.1m) has been recognised in respect of trading losses. The trading losses were
incurred as a result of the Covid-19 pandemic and the subsequent cost-of-living crisis, together with the introduction in
March 2021 of the temporary enhanced capital allowances regime (the ‘super-deduction tax break’). Losses for which no
deferred tax asset has been recognised amount to £5.2m (2024: £16.1m), resulting in an unrecognised deferred tax asset
of £1.3m (2024: £4.0m) using a 25% tax rate. There is no time limit for utilising trade losses in the UK.
A deferred tax asset of £1.4m (2024: £3.1m) has arisen on accelerated capital allowances, whereby the tax written-down
value is higher than the net book value. No deferred tax asset has arisen on intangible assets (2024: £nil). Other deferred
tax assets of £3.2m (2024: £3.0m) include temporary differences on the accounting for the various share schemes and an
IFRS 16 adoption adjustment.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
120
The deferred tax assets and liabilities have been measured using the rates expected to apply in the reporting periods
when the timing differences reverse.
There are no material uncertain tax provisions at 31 December 2025 (2024: £nil). However, judgement has necessarily been
applied in estimating the impact and timing of utilisation of capital allowances and tax losses which could give rise to
prior period adjustments in future years.
11. Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average
number of Ordinary shares outstanding during the year, excluding unvested shares held pursuant to The Gym Group plc’s
share based long term incentive schemes (see Note 26).
Diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares outstanding to
assume conversion of all dilutive potential Ordinary shares. During the year ended 31 December 2025, the Group had
potentially dilutive shares in the form of share options and unvested shares issued pursuant to The Gym Group plc’s share
based long term incentive schemes (see Note 26).
31 December 2025
31 December 2024
Profit (£m)
Profit for the year attributable to equity shareholders
7.4
4.4
Adjustment for non-underlying items
2.5
1.0
Adjusted profit for the year attributable to equity shareholders
9.9
5.4
Weighted average number of Ordinary shares for basic earnings per share
1
176,039,282
177,153,298
Effect of dilution from share options
10,045,438
7,503,376
Weighted average number of Ordinary shares adjusted for the effect of dilution
186,084,720
184,656,674
Earnings per share (p)
Basic earnings per share
4.2
2.5
Diluted earnings per share
4.0
2.4
Adjusted basic earnings per share
5.6
3.0
Adjusted diluted earnings per share
5.3
2.9
1 The weighted average number of Ordinary shares excludes the shares that are held by the EBT (see Note 25) as these are classified as Own shares reserve – EBT.
12. Goodwill
The carrying value of goodwill at 31 December 2025 was £81.8m (2024: £81.8m). Goodwill is tested for impairment on an
annual basis, or more frequently if events or changes in circumstance indicate that the carrying value may be impaired.
The recoverable amount of goodwill has been determined based on a value-in-use calculation using cash flow projections
based on the Group’s three year plan. Cash flows beyond this period have been extrapolated using an estimated growth
rate of 2.5% (2024: 3.0%). All cash flows have been discounted using a pre-tax discount rate of 11.0% (2024: 11.0%).
Membership growth, growth rates in subscription prices and increases applied to costs are the key assumptions included
within the Group’s three year plan. These have been modelled based upon a mixture of historical experience and expected
future performance. The impact of any future openings has not been included in the assessment as they do not form
part of the existing assets. The performance of any gyms expected to close have been included within the calculation up
to the point of closure. In the years under review, management’s value-in-use calculations have indicated no requirement
to impair and no reasonably possible change in key assumptions gives rise to an impairment. Further information on
impairment is provided in Note 3.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
121
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
13. Intangible Assets
Computer
Assets software
under Customer and
construction list Contract licences Total
£m £m £m £m £m
Cost
At 1 January 2024
–
3.0
0.9
24.7
28.6
Additions
–
–
–
6.7
6.7
Transfers
–
–
–
0.3
0.3
At 31 December 2024
–
3.0
0.9
31.7
35.6
Additions
4.1
–
–
6.2
10.3
Disposals
–
(2.7)
(0.2)
(7.1)
(10.0)
At 31 December 2025
4.1
0.3
0.7
30.8
35.9
Accumulated amortisation
At 1 January 2024
–
(2.8)
(0.4)
(15.8)
(19.0)
Charge for the year
–
(0.1)
–
(6.1)
(6.2)
At 31 December 2024
–
(2.9)
(0.4)
(21.9)
(25.2)
Charge for the year
–
–
(0.1)
(6.7)
(6.8)
Disposals
–
2.7
0.2
7.1
10.0
At 31 December 2025
–
(0.2)
(0.3)
(21.5)
(22.0)
Net book value
At 31 December 2024
–
0.1
0.5
9.8
10.4
At 31 December 2025
4.1
0.1
0.4
9.3
13.9
The amortisation charge for customer lists and contracts of £0.1m (2024: £0.1m) has been recognised as non-underlying
expenses in the Consolidated Statement of Comprehensive Income.
Assets under construction relate to costs incurred to date on the implementation of the new member management and
payment systems to replace legacy technology.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
122
14. Property, Plant and Equipment
Assets Leasehold Fixtures, Gym and
under improvements fittings and other Computer
construction £m equipment equipment equipment Total
£m £m £m £m £m
Cost
At 1 January 2024
1.8
251.2
11.9
94.3
6.3
365.5
Additions
0.9
23.4
0.3
9.0
1.5
35.1
Disposals
(0.2)
(1.8)
(0.1)
(11.7)
–
(13.8)
Transfers
(1.6)
0.7
–
0.6
–
(0.3)
At 31 December 2024
0.9
273.5
12.1
92.2
7.8
386.5
Additions
1.1
32.9
0.6
10.6
1.0
46.2
Disposals
–
(3.2)
(0.5)
(3.8)
(1.0)
(8.5)
Transfers
(0.8)
0.8
–
–
–
–
At 31 December 2025
1.2
304.0
12.2
99.0
7.8
424.2
Accumulated depreciation
At 1 January 2024
–
(111.4)
(10.1)
(67.5)
(4.8)
(193.8)
Charge for the year
–
(16.5)
(0.4)
(6.7)
(1.0)
(24.6)
Disposals
–
1.6
0.1
11.7
–
13.4
Transfers
–
–
–
0.1
–
0.1
Impairment
–
(0.4)
–
–
–
(0.4)
At 31 December 2024
–
(126.7)
(10.4)
(62.4)
(5.8)
(205.3)
Charge for the year
–
(17.4)
(0.4)
(5.5)
(1.1)
(24.4)
Disposals
–
3.2
0.5
3.8
1.0
8.5
Impairment
–
(0.2)
–
–
–
(0.2)
At 31 December 2025
–
(141.1)
(10.3)
(64.1)
(5.9)
(221.4)
Net book value
At 31 December 2024
0.9
146.8
1.7
29.8
2.0
181.2
At 31 December 2025
1.2
162.9
1.9
34.9
1.9
202.8
Included within additions for the year is £0.4m of capitalised interest (2024: £0.4m) and a net movement of £4.7m of
accrued capital expenditure (2024: £5.5m).
Impairment test for property, plant and equipment, right-of-use assets and other intangible assets
The Group reviews the carrying value of property, plant and equipment, right-of-use assets and intangible assets
(excluding goodwill) for indicators of impairment annually, or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired.
The recoverable amount of the Group’s CGUs is typically based on value-in-use calculations. The value-in-use at 31
December 2025 was calculated using the discounted present value of each CGU’s expected future cash flows using the
Group’s three year plan as the basis. Membership growth, growth rates in subscription prices and increases applied to
costs are the key assumptions included when determining the expected future cash flows of each CGU. These have been
modelled based upon a mixture of historical experience and expected future performance. A pre-tax discount rate of
11.0% (2024: 11.0%) was used to calculate the present value.
During the year, a total impairment loss of £0.8m (2024: £0.4m) was recognised relating to four (2024: one) sites where the
projected future cash flows of the affected sites was less than the carrying amount. Of the impairment loss, £0.2m (2024:
£0.4m) was allocated against property, plant and equipment, and £0.6m (2024: £nil) was allocated against right-of-use
assets. The total recoverable amount of the affected CGUs was £1.3m (2024: £1.8m).
The impairment loss was allocated to the assets of the CGU on a pro-rata basis to their carrying amount, subject to the
limitation that the carrying amount of an asset cannot be reduced below the highest of fair value less costs of disposal,
value-in-use or zero.
Under the downside scenario prepared for the going concern assessment, at the four sites impaired during the year, a
further impairment charge of £0.4m (2024: £nil) would arise in relation to right-of-use assets.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
123
14. Property, Plant and Equipment continued
Impairment test for property, plant and equipment, right-of-use assets and other intangible
assetscontinued
In addition, a further impairment charge of £0.9m at a further five sites (2024: £nil) would be recognised in relation to right-
of-use assets. No further impairment charge (2024: £1.2m) would be recognised in relation to property, plant and equipment.
Further information on impairment is provided in Note 3.
15. Right-of-Use Assets and Leases
The Group leases gym sites and its head office (‘Property leases’) and also enters into hire purchase and lease
agreements for gym equipment (‘Non-property leases’). Property leases are typically made for fixed periods of ten to 20
years but may have extension options as well. Non-property leases are typically made for fixed periods of three years.
Both property and non-property leases are recognised as a right-of-use asset with a corresponding liability at the date
at which the leased asset is available for use by the Group.
(i) Amounts Recognised in the Consolidated Statement of Financial Position
Property leases Non-property leases Total
£m £m £m
Cost
At 1 January 2024
434.3
18.3
452.6
Additions
32.0
0.2
32.2
Disposals
(2.5)
(0.1)
(2.6)
At 31 December 2024
463.8
18.4
482.2
Additions
36.8
–
36.8
Disposals
(6.2)
–
(6.2)
At 31 December 2025
494.4
18.4
512.8
Accumulated depreciation
At 1 January 2024
(170.4)
(4.1)
(174.5)
Charge for the year
(27.0)
(2.4)
(29.4)
Disposals
2.3
–
2.3
Transfers
–
(0.1)
(0.1)
At 31 December 2024
(195.1)
(6.6)
(201.7)
Charge for the year
(28.9)
(2.4)
(31.3)
Disposals
5.5
–
5.5
Impairment
(0.6)
–
(0.6)
At 31 December 2025
(219.1)
(9.0)
(228.1)
Net book value
At 31 December 2024
268.7
11.8
280.5
At 31 December 2025
275.3
9.4
284.7
During the year, a total impairment loss of £0.8m (2024: £0.4m) was recognised relating to four (2024: one) sites, of
which £0.2m (2024: £0.4m) was allocated against property, plant and equipment, and £0.6m (2024: £nil) was allocated
against right-of-use assets. The total recoverable amount of the affected CGUs was £1.3m (2024: £1.8m). See Note 14 for
further disclosure.
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
124
The split of lease liabilities between current and non-current is as follows:
31 December 2025 31 December 2024
£m £m
Current
26.7
27.6
Non-current
320.8
312.9
Total lease liabilities
347.5
340.5
The total cash outflow for leases in the year was £45.3m (2024: £45.7m). The maturity analysis of lease liabilities is
disclosed in Note 23.
(ii) Amounts Recognised in the Consolidated Statement of Comprehensive Income
The Consolidated Statement of Comprehensive Income shows the following amounts relating to leases:
31 December 2025 31 December 2024
£m £m
Depreciation charge of right-of-use assets
31.3
29.4
Impairment of right-of-use assets
0.6
–
Interest expense (included in finance cost)
16.4
15.5
There are no variable lease payments and no sublease income recognised in the Consolidated Statement of
Comprehensive Income.
(iii) Extension and Termination Options
The Group has recognised lease extension options contained within the lease in the calculation of right-of-use assets and
lease liabilities at inception of the lease if management is reasonably certain to exercise the option to extend the lease
beyond its contractual term. In all other cases, a lease extension is only recognised when a lease is extended beyond the
original contractual term.
During the year, the Group has recognised a termination option of one lease (2024: none) which is expected to be
exercised. This resulted in lease liabilities of £0.9m being derecognised, with a corresponding £0.7m disposal included
within disposals to the right-of-use assets in the table in Note 15 (i).
(iv) Non-Property Leases
At 31 December 2025, the Group had amounts outstanding in respect of non-property lease arrangements of £0.3m (2024:
£3.3m). These lease arrangements predominantly relate to the financing of the fit-out of gyms opened in 2022 and 2023.
16. Investments in Financial Assets
On 3 February 2020, the Group purchased convertible loan notes in Fiit Limited for cash consideration of £1.0m.
Conversion was originally expected to take place within two years of issue, giving the Group a small non-controlling stake
at a maximum valuation of £1.25m. During 2022, a number of changes to the terms of the convertible loan notes were
agreed, including the extension of the date of conversion to 15 July 2023 and changes to the circumstances in which the
loan notes may be redeemed or converted. In July 2023, the date of conversion was further extended to 15 July 2025. On
12 August 2025, the loan notes were converted into equity. This conversion has given the Group a small non-controlling
stake in Fiit Limited.
These financial assets are measured at fair value through profit or loss and the carrying value at the end of the year was
£1.0m (2024: £1.0m).
This is a Level 3 valuation under the fair value hierarchy and was determined based on the performance of the business
post-acquisition against the business plan produced at the time of the investment. The business continues to build
strategic partnerships with a number of parties and is expected to continue to have adequate funding in place.
As such, the carrying amount is believed to appropriately reflect the fair value. The range of sensitivity in the valuation
at 31 December 2025 to reasonably possible changes in the assumptions used is not considered to be material.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
125
17. Trade and Other Receivables (due in less than one year)
31 December 2025 31 December 2024
£m £m
Trade receivables
1.0
1.0
Loss allowance
–
(0.3)
1.0
0.7
Other receivables
0.2
0.3
Prepayments and accrued income
8.7
7.8
Trade and other receivables
9.9
8.8
18. Cash and Cash Equivalents
31 December 2025 31 December 2024
£m £m
Cash at bank
3.0
3.0
Cash and cash equivalents
3.0
3.0
Cash and cash equivalents earn interest at floating rates based on daily bank deposit rates. Short term deposits are
made for periods of one day and earn interest at the respective short term deposit rates.
19. Trade and Other Payables (due in less than one year)
31 December 2025 31 December 2024
£m £m
Trade payables
11.0
9.4
Social security and other taxes
2.9
2.2
Accruals
30.1
21.9
Other payables
0.2
0.2
Contract liabilities (Note 5)
17.6
15.8
Trade and other payables
61.8
49.5
20. Borrowings
The carrying value of the Group’s bank borrowings at 31 December 2025 was £62.2m (2024: £61.3m) and the fair value was
£62.0m (2024: £61.0m).
During the first half of 2025, the Group had in place a combined £90m Revolving Credit Facility (‘RCF’) which was
syndicated to a three-lender panel of NatWest, HSBC and Barclays. The facility was due to mature in June 2027. On 12
June 2025, the Group agreed a one year extension to the existing bank facilities, as well as an increase in the available
RCF of £12m. As a result, the Group now has in place a combined £102m facility, consisting of £45m of Term Loan and
£57m of RCF, which is due to mature in June 2028. All other terms remain unchanged.
Funds borrowed under the facility bear interest at a minimum annual rate of 2.75% (2024: 2.75%) above the Sterling
Overnight Index Average (‘SONIA’); and undrawn funds bear interest at a minimum annual rate of 1.1% (2024: 1.1%). The
average interest rate paid in the year on drawn funds was 7.1% (2024: 8.2%).
The facility is subject to quarterly financial covenant tests on Adjusted Leverage and Fixed Charge Cover (both terms defined
on page 143). Adjusted Leverage must not exceed 3.0 times and the Fixed Charge Cover must be greater than 1.5 times.
At 31 December 2025, the Group had drawn down £17.0m under the RCF (2024: £16.0m) and £45.0m under the Term Loan
(2024: £45.0m), leaving £40.0m (2024: £29.0m) undrawn and available. The £62.0m is repayable in June 2028. Adjusted
Leverage was 1.0 times (2024: 1.3 times) and Fixed Charge Cover was 2.1 times (2024: 1.9 times).
The Group’s borrowings are held at amortised cost using the effective interest method. Each reporting period, the
Group reviews its cash flow forecasts and if these have changed since the previous reporting period (other than as a
result of changes in floating interest rates), the borrowings are remeasured using the original effective interest rate.
Any remeasurement of borrowings is treated as non-underlying and excluded from Adjusted Earnings.
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
126
21. Financing Liabilities
Changes in Liabilities Arising From Financing Activities
Non-property Property Total
Borrowings lease liabilities lease liabilities lease liabilities
£m £m £m £m
At 1 January 2024
58.9
8.9
330.3
339.2
Repayments of interest and principal
(8.8)
(6.1)
(39.6)
(45.7)
Interest expense
5.4
0.5
15.0
15.5
Drawdowns
5.0
–
–
–
New leases and modifications
–
–
31.5
31.5
Other
0.8
–
–
–
At 31 December 2024
61.3
3.3
337.2
340.5
Repayments of interest and principal
(11.9)
(3.2)
(42.1)
(45.3)
Interest expense
4.9
0.2
16.2
16.4
Drawdowns
8.0
–
–
–
New leases and modifications
–
–
36.8
36.8
Lease disposals
–
–
(0.9)
(0.9)
Other
(0.1)
–
–
–
At 31 December 2025
62.2
0.3
347.2
347.5
Included in ‘Other’ is the effect of changes to amortised cost on borrowings using the effective interest rate method and
accrued interest.
22. Dilapidations Provision
Total
£m
At 1 January 2025
2.7
New provisions
0.1
Release of provisions
(0.1)
At 31 December 2025
2.7
Due in less than one year
0.4
Due in more than one year
2.3
At 31 December 2025
2.7
A dilapidations provision is recognised when there is a present obligation relating to the maintenance of leasehold
properties. The provision is based on management’s best estimate of meeting this obligation, but the amount and
timing of this are uncertain. Any difference between expectations and the actual future liability will be accounted for
in the period when such determination is made. Management has determined that the likelihood of a liability arising
is not probable in relation to 214 of the Group’s 260 gym sites as at 31 December 2025 (2024: 203 of 245) as the Group
enjoys security of tenure as tenant and therefore is unlikely to give up a site where it is trading profitably. Sites are also
maintained and any damage is repaired as it arises. If circumstances indicate otherwise, the Group will recognise an
appropriate provision.
Subject to a new lease not being negotiated to extend the current lease term, dilapidations would become payable
between 2026 and 2040 (2024: 2025 and 2040) with £0.9m (2024: £1.0m) expected to crystallise in the next five years,
£0.9m (2024: £0.9m) crystallising in between five and ten years, and the remainder crystallising in more than ten years.
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127
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
23. Financial Instruments
Fair Values
With the exception of the Group’s borrowings, the carrying value of financial assets and liabilities equal their fair
value. The carrying value of borrowings of £62.2m (2024: £61.3m) has a fair value of £62.0m (2024: £61.0m). After initial
recognition, borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are
recognised in profit and loss when the liabilities are derecognised.
The fair value of borrowings has been calculated by discounting the future cash flows at prevailing market interest rates.
The fair value of borrowings is categorised as Level 2, and all other financial assets at fair value through profit and loss
are categorised as Level 3.
Capital Risk Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to
provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure and
cost of capital. In order to maintain or adjust capital, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as
Non-Property Net Debt divided by total capital. Non-Property Net Debt is calculated as bank borrowings and non-property
leases less cash and cash equivalents. The Directors believe that this measure of net debt best reflects the financial health of
the business. In addition, it is a key constituent of the Adjusted Leverage covenant included in the Group’s banking agreement.
Total capital is calculated as equity as shown in the Consolidated Statement of Financial Position (excluding own shares
held, treasury shares and retained earnings).
The gearing ratio for the years under review are as follows:
31 December 2025 31 December 2024
£m £m
Bank borrowings
62.0
61.0
Non-property leases
0.3
3.3
Less: Cash and cash equivalents
(3.0)
(3.0)
Non-Property Net Debt
59.3
61.3
Equity
230.0
229.8
Total capital
289.3
291.1
Gearing ratio
20%
21%
Financial Risk Management
The Group has exposure to the following risks from its use of financial instruments:
y Market risk
y Liquidity risk
y Credit risk
This note presents information about the Group’s exposure to each of the above risks, and the Group’s objectives, policies
and procedures for measuring and managing risk. The Board of Directors has overall responsibility for the establishment
and oversight of the Group’s risk management framework.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. The principal market risk affecting the Group is interest rate risk. Financial instruments affected by market
risk include borrowings, deposits and derivative financial instruments.
The sensitivity analysis in the following sections relates to the position as at 31 December 2025 and 2024. The analysis has
been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt and
derivatives are all constant.
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ANNUAL REPORT AND ACCOUNTS 2025
128
Interest Rate Risk
The Group is exposed to interest rate risk because the Group’s long term debt obligations are at floating interest rates
based on GBP SONIA. The risk is sometimes managed by the Group through interest rate swap contracts and hedging
activities are evaluated regularly to align with interest rate views and defined risk appetite to ensure the most cost-
effective hedging strategies are applied. The Group has not entered into any derivatives in the current or prior period.
The Group is not expecting any reduction in interest rates over the next 12 months.
The impact on profit, and therefore equity, of a reasonably possible change in interest rates is as follows:
31 December 2025 31 December 2024
£m £m
Change in interest rates of 0.5% (2024: 0.5%)
0.3
0.3
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Ultimate
responsibility for liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by
continuously monitoring forecast and actual cash flows; matching the maturity profiles of financial assets and
operational liabilities where possible and maintaining adequate cash reserves.
The table below summarises the maturity profile of the Group’s financial liabilities:
31 December 2025
Within More than
1 year 1 to 2 years 2 to 5 years 5 years Total
£m £m £m £m £m
Trade and other payables
41.3
–
–
–
41.3
Borrowings
4.2
4.1
64.9
–
73.2
Lease liabilities
45.3
47.3
137.5
225.1
455.2
90.8
51.4
202.4
225.1
569.7
31 December 2024
Within More than
1 year 1 to 2 years 2 to 5 years 5 years Total
£m £m £m £m £m
Trade and other payables
31.5
–
–
–
31.5
Borrowings
4.5
4.7
64.5
–
73.7
Lease liabilities
45.0
43.7
126.2
224.1
439.0
81.0
48.4
190.7
224.1
544.2
The trade and other payables maturity profile in the above tables includes trade payables, accruals and other payables
as shown in Note 19.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables)
and from its financing activities, including deposits with banks and financial institutions, and other financial instruments.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by
international credit-rating agencies.
Due to the nature of the business requiring customers to pay in advance, there is little concentration of risk in trade
receivables due to the limited value of trade receivables due from a large number of customers which are spread across
wide geographical areas. Trade receivable balances are written off when the balance is known not to be recoverable, and
expected credit losses are immaterial.
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129
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
24. Net Cash Inflow from Operating Activities
The Directors believe that Free Cash Flow is the measure that best reflects the amount of cash available to the Group for
investing in new sites and technology, and for enhancing existing sites. As such, Free Cash Flow is included within the Key
Performance Indicators section of the Annual Report and Accounts 2025, and referenced in both the Financial Review and
Going Concern note. A reconciliation of Net Cash Inflow from Operating Activities to Free Cash Flow is included below.
Reconciliation of Net Cash Inflow from Operating Activities to Free Cash Flow
31 December 2025 31 December 2024
£m £m
Net Cash Inflow from Operating Activities
102.3
95.1
Less: Property lease payments made (Note 21)
(42.1)
(39.6)
Less: Maintenance capital expenditure*
(17.3)
(14.8)
Less: Bank and non-property lease interest paid
(5.1)
(6.3)
Add: Bank interest received
0.5
0.5
Free Cash Flow*
38.3
34.9
* Free Cash Flow for FY24 has been restated to reallocate £2.6m of Technology and Data spend from Expansionary Capital Expenditure to Maintenance Capital
Expenditure to bring it into line with the presentation of Technology and Data spend in FY25.
25. Issued Share Capital and Reserves
31 December 2025 31 December 2024
£m £m
Allotted, called up and fully paid
Ordinary shares of £0.0001 each
Own shares held
–
–
Deferred Ordinary shares of £1 each
0.1
0.1
The number of Ordinary shares in issue is as follows:
31 December 2025
31 December 2024
Ordinary shares of £0.0001 each
179,622,261
179,287,837
Deferred Ordinary shares of £1 each
48,050
48,050
In January 2024, the Group established an Employee Benefit Trust (‘EBT’) to purchase shares in order to minimise dilution
associated with the share based payments. As the sponsoring entity of the EBT, the EBT has been accounted for as an
extension of the Group in the Group’s consolidated financial statements. During the year ended 31 December 2025, the
EBT purchased 1,433,184 shares (2024: 2,834,928) at a cost of £2.0m (2024: £3.5m). As at 31 December 2025, the EBT held
3,659,556 shares (2024: 2,479,863) at a value of £4.6m (2024: £3.0m).
In addition to the above, 686,529 Ordinary shares of £0.0001 each are held by a separate employee trust (2024: 627,962).
This trust is linked to the share incentive plan offered to employees of the Group. The Group has no control over this trust.
The shares held by the EBT and the separate employee trust are included within the Ordinary shares in issue disclosed in
the table above.
The following describes the nature and purpose of each reserve in equity:
Own Shares Held
These reserves represent 48,050 Deferred Ordinary shares of £1 each repurchased by the Group on 12 November 2015.
The Deferred Ordinary shares constitute a separate, non-voting class of shares which is held in treasury and not admitted
to trading. The rights attached to the Deferred Shares are set out in the Parent Company’s Articles.
Share Premium
The amount subscribed for share capital in excess of nominal value.
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130
Own Shares Reserve – EBT
The value of shares that are held by the EBT, which will be used to settle share based payments transactions.
Merger Reserve
The amount subscribed for share capital in excess of nominal value attracting merger relief under the Companies Act 2006.
Retained Deficit
The accumulated net losses of the Group since inception.
Issued Share Capital and Capital Redemption Reserve are not included in the Consolidated Statement of Changes in
Equity because the balances in these reserves are less than £0.1m.
26. Share Based Payments
The Group had the following equity-settled share based payment arrangements in operation during the year:
a) The Gym Group plc Incentive Plan (‘TGG Incentive Plan’)
b) The Gym Group plc Performance Share Plan (‘PSP’)
c) The Gym Group plc Share Incentive Plan – Free shares (‘SIP – Free Shares’)
d) The Gym Group plc Share Incentive Plan – Matching shares (‘SIP’)
e) The Gym Group plc Savings Related Share Option Scheme (‘SAYE’)
In accordance with IFRS 2 Share Based Payment, the value of the awards is measured at fair value at the date of the
grant. The fair value is expensed on a straight-line basis over the vesting period, based on management’s estimate of
the number of shares that will eventually vest. The Group recognised a total charge of £4.7m (2024: £2.9m) in respect of
the Group’s share based payment arrangements. There was a charge of £0.8m related to employer’s national insurance
(2024: £0.5m).
A summary of the movements in each scheme is outlined below:
31 December 2025
Outstanding Lapsed/
Outstanding
at Granted cancelled Exercised
at
Exercisable at
1 January during during during
31 December
31 December
Scheme Type 2025 the year the year
the year
2025
2025
Performance Related Plans (a and b)
5,576,228
2,964,804
(421,932)
(15,662)
1
8,103,438
176,235
Share Incentive Plan – Free shares (c)
9,525
–
–
(762)
2
8,763
8,763
Share Incentive Plan – Matching shares (d)
309,291
83,869
(20,423)
(29,390)
3
343,347
118,521
Service Related Plans (b)
4,043,620
1,273,278
(51,524)
(412,881)
4
4,852,493
917,944
Long Service Awards (b)
2,500
5,000
–
(2,500)
5
5,000
–
Save as You Earn (e)
1,125,189
318,916
(145,678)
(244,691)
6
1,053,736
263,785
11,066,353
4,645,867
(639,557)
(705,886)
14,366,777
1,485,248
1 The weighted average share price at the date of exercise of these options was £1.39.
2 The weighted average share price at the date of exercise of these options was £1.37.
3 The weighted average share price at the date of exercise of these options was £1.44.
4 The weighted average share price at the date of exercise of these options was £1.44.
5 The weighted average share price at the date of exercise of these options was £1.55.
6 The weighted average share price at the date of exercise of these options was £1.41.
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131
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
26. Share Based Payments continued
31 December 2024
Outstanding Lapsed/
Outstanding
at Granted cancelled Exercised
at
Exercisable at
1 January during during during
31 December
31 December
Scheme Type 2024 the year the year
the year
2024
2024
Performance Related Plans (a and b)
4,052,963
2,804,981
(1,076,142)
(205,574)
1
5,576,228
169,726
Share Incentive Plan – Free shares (c)
14,367
–
(1,413)
(3,429)
2
9,525
9,525
Share Incentive Plan – Matching shares (d)
274,534
84,668
(33,716)
(16,195)
3
309,291
101,136
Service Related Plans (b)
3,388,244
1,782,726
(331,108)
(796,242)
4
4,043,620
539,705
Long Service Awards (b)
1,500
2,500
–
(1,500)
5
2,500
–
Save as You Earn (e)
1,424,361
166,486
(314,668)
(150,990)
6
1,125,189
13,187
9,155,969
4,841,361
(1,757,047)
(1,173,930)
11,066,353
833,279
1 The weighted average share price at the date of exercise of these options was £1.12.
2 The weighted average share price at the date of exercise of these options was £1.31.
3 The weighted average share price at the date of exercise of these options was £1.36.
4 The weighted average share price at the date of exercise of these options was £1.35.
5 The weighted average share price at the date of exercise of these options was £1.53.
6 The weighted average share price at the date of exercise of these options was £1.21.
The exercise price of all options under the schemes held during the year is 0.01p (2024: 0.01p), with the exception of
the SAYE scheme where the exercise price ranges between 93p and 128p (2024: 93p and 236p). 1,221,463 options were
exercisable under the TGG Incentive Plan, PSP, and SIP schemes as at 31 December 2025 (2024: 820,092) and 263,785
options were exercisable under the SAYE scheme (2024: 13,187). No other options were exercisable as at 31 December 2025
(2024: none).
In the case of the Performance Related Plans and Service Related Plans, when exercised, the Group is required to withhold
an amount in respect of the participating employee’s tax obligation associated with these share based payments
and transfer it to the tax authority on behalf of the employee. To fulfil this obligation, the Group withholds the number
of equity instruments equal to the monetary value of the employee’s tax obligation from the total number of equity
instruments that otherwise would have been issued to the employee upon exercise of these share based payments
(referred to as ‘net settlement’). The estimated future payments to the tax authority over the next five years in respect
of these schemes at 31 December 2025 is £7.5m. This has been estimated based on the number of equity instruments
expected to vest, multiplied by the share price at 31 December 2025, multiplied by the average tax rate of 45%.
During the year, the Group made income tax payments on behalf of employees of £0.3m (2024: £0.4m) in the form of
cash as part of the net settlement process on share based payments. The settlement in cash reduced the future funding
requirement to the EBT and has accordingly been classified as a financing activity in the Consolidated Cash Flow Statement.
(a) Performance Related Plans
The outstanding awards under the Performance Related Plans as at 31 December 2025 will all vest within three years,
subject to continued employment and the achievement of certain performance targets.
For awards made in 2024 and 2025 (issued under the TGG Incentive Plan), the targets are based on financial targets
(Group Adjusted EBITDA Less Normalised Rent and ROIC), employee engagement and member visits. The financial targets
contribute 80% of the vesting conditions, with the employee engagement and member visit targets each contributing
10%. All targets in the 2024 and 2025 awards are non-market-based conditions, and therefore the fair value of the award
was determined using the share price at the date of grant.
The vesting conditions of the 2025 TGG Incentive Plan are set out on pages 81 to 82. The maximum term of these awards
is three years and settlement is in the form of shares.
For awards made in 2023 (issued under the PSP), the targets are based on TSR and Social Value performance measures,
with the TSR target contributing 80% of the vesting conditions, and the Social Value contributing 20%. The TSR
performance measures are relative TSR and absolute TSR, with the TSR element of awards being split equally between
these two measures.
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ANNUAL REPORT AND ACCOUNTS 2025
132
For awards made in 2022 (issued under the PSP), the targets are based on absolute TSR and financial performance
measures with each target contributing to 50% of the vesting conditions. The financial performance measures are Return
on Invested Capital (‘ROIC’) and Cumulative Adjusted Group Operating Cash Flow, with the financial element of awards
being split equally between these two measures.
The fair value of the awards that vest based on non-market-based conditions was determined using the share price at
the date of grant.
The fair value of the awards that vest based on market-based conditions (TSR element) was estimated at the grant date
using a Monte Carlo simulation model, taking into account the terms and conditions upon which the awards were granted.
This model simulates the TSR and compares it against the group of comparator companies. It takes into account historic
dividends and share price fluctuations to predict the distribution of relative share price performance.
The weighted average fair value of each award issued under this scheme during the year was £1.32 (2024: £1.33).
The weighted average remaining contractual life was 8.1 years at 31 December 2025 (2024: 7.8 years).
(b) Share Incentive Plan – Free Shares
The awards made under the SIP – Free Shares occurred when the Group floated on the London Stock Exchange and were
subject to continued employment requirements over a three year period and had no performance conditions. Therefore,
the options vested in full at the end of the three year period. No further awards have been issued. The shares are held by
an employee benefit trust.
The weighted average remaining contractual life was 0.3 years at 31 December 2025 (2024: 1.3 years).
(c) Share Incentive Plan – Matching Shares
Under the matching shares award, for every share purchased by an employee the Company will award one matching
share, up to a maximum value. Therefore, the options vest in full at the end of the three year period. The awards are
subject to continued employment requirements over a three year period and have no performance conditions. The shares
are held by an employee benefit trust.
The weighted average fair value of each award issued under this scheme during the year was £1.43 (2024: £1.24) and was
determined using the share price at the date of grant. The weighted average remaining contractual life was 1.0 years at
31 December 2025 (2024: 1.1 years).
(d) Service Related Plans
The outstanding awards under the Service Related Plans (issued under the PSP) are subject to continued employment
requirements, which range from a one year to a three year period and have no performance conditions. Therefore, the
options vest in full at the end of the period.
The weighted average fair value of each award issued under this scheme during the year was £1.32 (2024: £1.33) and was
determined using the share price at the date of grant. The weighted average remaining contractual life was 8.0 years at
31 December 2025 (2024: 8.2 years).
(e) Long Service Awards
The outstanding Long Service Awards (issued under the PSP) are subject to continued employment requirements over a
one year period and have no performance conditions. Therefore, the options vest in full at the end of the period.
The weighted average fair value of each award issued under this scheme during the year was £1.53 (2024: £1.33) and was
determined using the share price at the date of grant. The weighted average remaining contractual life was 0.4 years
(2024: 0.5 years) at 31 December 2025.
(f) Save as You Earn (‘SAYE’) Scheme
Under the SAYE scheme, employees are allowed to acquire options over the Company’s shares at a discount of up to 20%
of their market value at the date of grant. The awards are subject to continued employment requirements over a three
year period and have no performance conditions. Therefore, the options vest in full at the end of the period.
The weighted average fair value of each award issued under this scheme during the year was £1.19 (2024: £1.28) and was
determined using the share price at the date of grant. The weighted average remaining contractual life was 1.8 years
(2024: 2.0 years) at 31 December 2025.
27. Commitments and Contingencies
The Group had £3.0m of commitments that were contracted but not provided as at 31 December 2025 relating to
contracts for the fit-out of new gyms where works have not yet commenced (2024: £5.9m).
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133
28. Related Party Transactions
Identification of Related Parties
The ultimate holding company of the Group is The Gym Group plc, a company incorporated in the United Kingdom.
The subsidiaries of the Group are as follows:
Company
Principal activity
Country of incorporation
Holding
The Gym Group Midco1 Limited*
Holding company
United Kingdom
100%
The Gym Group Midco2 Limited*
Holding company
United Kingdom
100%
The Gym Group Operations Limited
Holding company
United Kingdom
100%
The Gym Limited
Fitness operator
United Kingdom
100%
* For the year ended 31 December 2025, this subsidiary of the Group was exempt from the requirement for audit for individual financial statements in accordance
with section 479A of the Companies Act 2006.
The registered office of the subsidiaries is 2nd Floor, Arding & Hobbs, 7 St. John’s Road, London, SW11 1QN.
Terms and conditions of transactions with related parties
The purchases from related parties are made at normal market prices. Outstanding balances at the year end are
unsecured, interest free and settlement occurs in cash. There have been no guarantees provided for any related party
payables. There were no transactions with related parties during 2025 (2024: £nil), other than key management personnel
as disclosed below.
Compensation of Key Management Personnel
Key management includes the Directors as identified in the Directors’ Report and members of the Group’s Executive
Committee. The compensation paid or payable to key management for employment services is shown below:
31 December 2025 31 December 2024
£m £m
Remuneration
3.9
3.6
Company contributions to defined contribution pension scheme
0.1
0.1
Share based payment charge
1.9
1.3
5.9
5.0
At the current and prior year end, there were no outstanding loan balances owed by key management personnel.
At the year end, no balance (2024: £nil) was owed to key management personnel in respect of year end bonuses.
Information regarding the highest paid Director is shown in the Remuneration Committee Report.
29. Subsequent Events
Subsequent to the year end, the Group commenced a share buyback programme of up to £10m. As at 10 March 2026, the
Group had repurchased 1,103,789 of its shares through the share buyback programme. Further information can be found
in the Director’s Report on page 89.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
Financial Statements
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ANNUAL REPORT AND ACCOUNTS 2025
134
Note
31 December 2025
£m
31 December 2024
£m
Non-current assets
Investments in subsidiaries 4 237.5 232.8
Trade and other receivables 5 85.3 74.6
Deferred tax asset 0.2 0.2
Total non-current assets 323.0 307.6
Current assets
Trade and other receivables 5 3.0 3.0
Cash and cash equivalents 2.0 0.1
Total current assets 5.0 3.1
Total assets 328.0 310.7
Current liabilities
Trade and other payables 6 4.3 5.5
Non-current liabilities
Borrowings 7 62.2 61.3
Total liabilities 66.5 66.8
Net assets 261.5 243.9
Capital and reserves
Own shares held 8 0.1 0.1
Share premium 8 190.1 189.9
Own shares reserve – EBT 8 (4.6) (3.0)
Merger reserve 8 39.9 39.9
Retained earnings 8 36.0 17.0
Total equity shareholders’ funds 261.5 243.9
The Notes on pages 137 to 141 form an integral part of the financial statements.
As permitted by s.408 of the Companies Act 2006, the Company’s profit and loss account is not presented as part of
these accounts. The Company’s profit for the year amounted to £14.7m (2024: loss of £0.2m).
These financial statements were approved by the Board of Directors on 11 March 2026.
Signed on behalf of the Board of Directors
Will Orr Luke Tait
Chief Executive Officer Chief Financial Officer
Company Registration Number 08528493
COMPANY STATEMENT OF FINANCIAL POSITION
Financial Statements
as at 31 December 2025
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135
COMPANY STATEMENT OF CHANGES IN EQUITY
Financial Statements
for the year ended 31 December 2025
Own shares
held
£m
Share
premium
£m
Own shares
reserve –
EBT
£m
Merger
reserve
£m
Retained
earnings
£m
Total
£m
At 1 January 2024 0.1 189.8 – 39.9 14.7 244.5
Loss for the year – – – – (0.2) (0.2)
Other comprehensive income – – – – – –
Total comprehensive loss for the year – – – – (0.2) (0.2)
Capital contributions to subsidiaries – – – – 2.9 2.9
Issue of Ordinary share capital – 0.1 – – – 0.1
Purchase of own shares by EBT – – (3.5) – – (3.5)
Exercise of share options – – 0.5 – (0.4) 0.1
At 31 December 2024 0.1 189.9 (3.0) 39.9 17.0 243.9
Profit for the year – – – – 14.7 14.7
Other comprehensive income – – – – – –
Total comprehensive profit for the year – – – – 14.7 14.7
Capital contributions to subsidiaries – – – – 4.7 4.7
Issue of Ordinary share capital – 0.2 – – – 0.2
Purchase of own shares by EBT – – (2.0) – – (2.0)
Exercise of share options – – 0.4 – (0.4) –
At 31 December 2025 0.1 190.1 (4.6) 39.9 36.0 261.5
The capital contributions to subsidiaries relate to share based payments made by subsidiaries of the Company.
The Notes on pages 137 to 141 form an integral part of the financial statements.
Retained earnings include distributable reserves of £23.9m (2024: £9.2m).
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ANNUAL REPORT AND ACCOUNTS 2025
136
1. General Information
The Gym Group plc (the ‘Company’) is incorporated and domiciled in the United Kingdom with Company number
08528493. The registered address of the Company is 2nd Floor, Arding & Hobbs, 7 St. John’s Road, London, SW11 1QN,
United Kingdom.
2. Summary of Material Accounting Policies
A summary of the material accounting policies is set out below. These have been applied consistently in the
financialstatements.
Statement of Compliance and Basis of Preparation
The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (‘FRS 101’) and with those parts of the Companies Act 2006 applicable to companies
reporting under FRS 101. The financial statements of the Company are included in the Group’s consolidated financial
statements which can be obtained from the Company’s registered office.
The Company meets the definition of a qualifying entity under FRS 101 and has therefore taken advantage of the
following disclosure exemptions available to it under FRS 101:
(a) The requirements of IFRS 7 Financial Instruments.
(b) The requirements of paragraph 97 of IFRS 13 Fair Value Measurement.
(c) The requirements of IAS 7 Statement of Cash Flows.
(d) The requirements of paragraphs 10(d), 111 and 134 to 136 of IAS 1 Presentation of Financial Statements.
(e) The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
(f) The requirements of paragraph 17 of IAS 24 Related Party Disclosures.
(g) The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two
or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such
amember.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting
policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 3.
Going Concern
In assessing the going concern position of the Company for the year ended 31 December 2025, the Directors have
considered the following:
y the Group’s trading performance in 2025 and throughout the traditional January and February 2026 peak period, in
particular in respect of its trading subsidiary The Gym Limited (‘TGL’) on which the Company is interdependent;
y the future expected trading performance of the Company and the Group to 30 June 2027 (the going concern period),
including membership levels and behaviours in light of the continued difficult macroeconomic environment; and
y the Company and Group’s financing arrangements and relationship with its lenders and shareholders.
Trading in 2025 for The Gym Group was strong, with membership at the end of December 2025 reaching 923,000, an
increase of 4% from the end of December 2024. Average revenue per member per month (‘ARPMM’) for the year was
£21.60, up 4% from £20.81 in the prior year. As a result, revenue increased by 8% to £244.9m (2024: £226.3m), and Group
Adjusted EBITDA Less Normalised Rent at £56.7m was 19% better than in 2024.
The Group also reported strong cash generation in the year, with Free Cash Flow of £38.3m (see Note 24 to the
Consolidated Financial Statements for a reconciliation to Net Cash Inflow from Operating Activities) being generated and
used to fund 16 new site openings and major refurbishments and enhancements to the mature sites, as well as significant
investment in technology.
On 12 June 2025, the Company agreed a one year extension to the existing bank facilities, as well as an increase in the
available RCF facility of £12m. As a result, the Company now has in place a combined £102m facility, consisting of £45m
of Term Loan and £57m of RCF, which is due to mature in June 2028. Drawings under the facility continue to be subject
to quarterly financial covenant tests on Adjusted Leverage (Non-Property Net Debt divided by Group Adjusted EBITDA
Less Normalised Rent must not exceed 3.0 times) and Fixed Charge Cover (Adjusted EBITDAR to Net Finance Charges plus
Normalised Rent must be greater than 1.5 times).
Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS
for the year ended 31 December 2025
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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137
Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
2. Summary of Material Accounting Policies continued
Going Concern continued
As at 31 December 2025, the Group had Non-Property Net Debt (including non-property leases) of £59.3m, consisting
of £62.0m drawn debt under the RCF, £0.3m of non-property leases and £3.0m of cash. The Directors believe that this
measure of net debt best reflects the financial health of the business. In addition, it is a key constituent of the Adjusted
Leverage covenant included in the Group’s banking agreement as noted above. Headroom under the bank facilities at 31
December 2025 (drawn debt less cash) was £43.0m. Adjusted Leverage was 1.0 times and Fixed Charge Cover was 2.1 times.
Following the January and February 2026 peak trading period, closing membership at 28 February 2026 was 999,000,
an increase of 8% on the position at 31 December 2025, demonstrating that the low cost gym model remains resilient and
spend on gym membership continues to be prioritised.
Despite the continued strong trading performance, the Directors have continued to take a cautious approach to planning.
The base case forecast for the period to 30 June 2027 anticipates some growth in yields across the whole estate as a
result of pricing optimisation actions identified as part of the Next Chapter growth plan. Modest increases in membership
levels are driven largely by the sites opened in 2024 and 2025, and not by growth in the mature estate.
In addition, whilst the Directors have planned for an acceleration of the new site opening programme throughout the
plan period, all new sites are assumed to be self-financed. Under this scenario, the financial covenants are passed with
headroom, and the Group can operate comfortably within its financing facilities.
The Directors have also considered a severe downside scenario in which membership numbers in the mature estate decline
by approximately 4%. Yields continue to grow, but at a much more modest rate than in the base case. In this scenario, the
number of new site openings is reduced to conserve cash, expenditure on maintenance and marketing is reduced slightly,
and discretionary performance-related bonuses and share based payment funding are removed. The share buyback
programme is also paused. Under this scenario, the financial covenants continue to be passed, and the Group continues
to operate within its financing facilities.
The Directors have also considered a reverse stress test scenario to ascertain the extent of the downturn in trading that
would be required to breach the Company and Group’s banking covenants or liquidity requirements. Mitigating actions
assumed in this scenario include moving to a minimum level of maintenance and technology capital expenditure; further
reducing controllable operating costs and marketing expenditure; and pausing the new site opening programme in order
to preserve cash. In this scenario, membership numbers would need to decline steadily from April 2026 to June 2027 to the
point where closing membership at 30 June 2027 was 27% lower than the base case. Under this scenario, the Fixed Charge
Cover covenant would be breached in June 2027. The Group would, however, continue to operate within its current level of
debt capacity and the Adjusted Leverage ratio would not be breached.
In the event of a reverse stress test scenario, the Directors would introduce additional measures to mitigate the impact
on the Company and Group’s covenants and liquidity, including: (i) even greater reductions in controllable operating
costs, marketing and capital expenditure; (ii) discussions with lenders to secure a covenant waiver; and (iii) deferral of, or
reductions in, rent payments to landlords. The Directors consider the reverse stress test scenario to be highly unlikely.
Conclusion
The Board has reviewed the financial plan and downside scenarios of the Group and has a reasonable expectation that
the Company and the Group has adequate resources to continue in operational existence for the period to 30 June 2027.
As a result, the Directors continue to adopt the going concern basis in preparing the financial statements. In making this
assessment, consideration has been given to the current and future expected trading performance; the Company and
Group’s current and forecast liquidity position and the support received to date from our lenders and shareholders; and
the mitigating actions that can be deployed in the event of reasonable downside scenarios.
Investments
On initial recognition, investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid.
Where consideration is paid by way of shares, the excess of fair value of the shares over nominal value of those shares is
recorded in share premium. Investments in subsidiaries are reviewed for impairment at each balance sheet date with any
impairment charged to the Statement of Comprehensive Income. Refer to Note 4 for further details of impairment testing.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
138
Fair Value Hierarchy
IFRS 7 requires fair value measurements to be recognised using a fair value hierarchy that reflects the significance of the
inputs used in the value measurements:
Level 1: quoted prices in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
There were no transfers between levels throughout the periods under review.
Financial Assets
The Company measures its trade and other receivables, and cash and cash equivalents at amortised cost. Subsequent
to initial recognition these assets are carried at amortised cost using the effective interest method. Income from these
financial assets is calculated on an effective yield basis and is recognised in the Statement of Comprehensive Income.
The Company recognises an allowance for ECLs for all debt instruments held at amortised cost. The ECLs are based on
the difference between the contractual cash flows due, and the cash flows expected to be received.
For trade receivables, the Company does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each reporting date.
For receivables other than trade receivables, the Company recognises ECLs in two stages. For credit exposures for which
there has not been a significant increase in credit risk since initial recognition, a loss allowance is recognised based on
12-month ECLs. For credit exposures for which there has been a significant increase in credit risk since initial recognition,
a loss allowance is required for lifetime ECLs.
Financial Liabilities
The Company initially recognises its financial liabilities at fair value and subsequently they are measured at amortised
cost using the effective interest method.
Current Taxation
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted by the balance sheet date.
Income tax relating to items recognised in comprehensive income or directly in equity, is recognised in comprehensive
income or equity and not in the Statement of Comprehensive Income.
Refer to Note 2 to the consolidated financial statements for the Deferred taxation accounting policy.
3. Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements in accordance with FRS 101 requires estimates and assumptions to be made
that affect the value at which certain assets and liabilities are held at the balance sheet date and also the amounts of
revenue and expenditure recorded in the period. The Directors believe the accounting policies chosen are appropriate to
the circumstances and that the estimates, judgements and assumptions involved in its financial reporting are reasonable.
There are no critical accounting judgements or estimates within these financial statements.
4. Investments in Subsidiaries
£m
At 1 January 2024 229.9
Additions 2.9
At 31 December 2024 232.8
Additions 4.7
At 31 December 2025 237.5
During the current and prior year, share options in the Company’s shares were granted to employees of The Gym
Limited. A corresponding capital contribution of £4.7m has been recognised within investments in subsidiaries (2024:
£2.9m). Details of the Company’s share based payment arrangements are shown in Note 26 to the consolidated
financialstatements.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
139
Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2025
4. Investments in Subsidiaries continued
In January 2024, the Company established an EBT to purchase shares in order to minimise dilution associated with
the share based payments. As the sponsoring entity of the EBT, the EBT has been accounted for as an extension of the
Company in the Company’s financial statements. During the year ended 31 December 2025, the EBT purchased 1,433,184
shares (2024: 2,834,928) at a cost of £2.0m (2024: £3.5m). As at 31 December 2025, the EBT held 3,659,556 shares (2024:
2,479,863) at a value of £4.6m (2024: £3.0m).
The Company’s subsidiary undertakings are shown in Note 28 to the consolidated financial statements.
The Company assesses at each reporting date, whether there are any indications of impairment of investments. If
at a reporting date any indication is present, an impairment test is performed. The impairment test assesses the
investments in subsidiaries for impairment by comparing the recoverable amount (being the higher of the fair value less
costs of disposal and value-in-use) to the carrying amount. If the carrying amount exceeds the recoverable amount, the
investment is considered impaired and written down to its recoverable amount.
The Company determines the recoverable amount of its investments by determining the present value of the estimated
future cash flows expected to be generated by the investees. This is performed using cash flow projections based on the
Board-approved three year plan. Cash flows beyond this period are extrapolated using an estimated growth rate of 2.5%
(2024: 3.0%). All cash flows are discounted using a pre-tax discount rate of 11.0% (2024: 11.0%).
In the years under review, management’s value-in-use calculations have indicated no requirement to impair and no
reasonably possible change in key assumptions gives rise to an impairment.
5. Trade and Other Receivables
31 December 2025
£m
31 December 2024
£m
Amounts owed by Group undertakings 88.3 77.6
88.3 77.6
Due in less than one year 3.0 3.0
Due in more than one year 85.3 74.6
88.3 77.6
The Company provides a guarantee over certain non-property lease contracts of its trading subsidiary, The Gym Limited.
As a result, at 31 December 2025, the Company was exposed to £0.3m (2024: £3.3m) should The Gym Limited default on its
obligations under those leases. No expected credit loss in respect of this has been recognised at the balance sheet date.
No expected credit loss in respect of the intercompany receivables has been recognised at the balance sheet date
(2024: £nil) as these have been assessed as immaterial. In making this assessment, consideration has been given to a
probability-weighted estimate of credit losses over the expected life of the intercompany debt.
Qualitative factors, including a review of the cash flow projections of the main trading entity (The Gym Limited), have
then been considered to ascertain whether there has been a significant increase in the credit risk during the year. Based
on this assessment, there has been no significant increase in credit risk and the entity is expected to generate sufficient
cash to repay its intercompany balances and/or dividends to other entities within the Group to allow them to repay their
intercompany balances.
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ANNUAL REPORT AND ACCOUNTS 2025
140
6. Trade and Other Payables (due in less than one year)
31 December 2025
£m
31 December 2024
£m
Trade payables – 0.1
Amounts owed to Group undertakings 3.8 4.9
Accruals 0.5 0.5
4.3 5.5
7. Borrowings
The carrying value of the Company’s borrowings at 31 December 2025 was £62.2m (2024: £61.3m).
Refer to Note 20 of the consolidated financial statements for further details.
8. Issued Capital and Reserves
31 December 2025
£m
31 December 2024
£m
Allotted, called up and fully paid
Ordinary shares of £0.0001 each – –
Own shares held
Deferred Ordinary shares of £1 each 0.1 0.1
The number of Ordinary Shares in issue is as follows:
31 December 2025 31 December 2024
Ordinary shares of £0.0001 each 179,622,261 179,287,837
Deferred Ordinary shares of £1 each 48,050 48,050
Refer to Note 25 of the consolidated financial statements for details of movements in share capital.
The following describes the nature and purpose of each reserve in equity:
Own Shares Held
These reserves represent 48,050 Deferred Ordinary shares of £1 each repurchased by the Company on 12 November 2015.
The Deferred Ordinary shares constitute a separate, non-voting class of shares which is held in treasury and not admitted
to trading. The rights attached to the Deferred Shares are set out in the Company’s Articles.
Share Premium
The amount subscribed for share capital in excess of nominal value.
Own Shares Reserve – EBT
The value of shares that are held by the EBT, which will be used to settle share based payments transactions.
Merger Reserve
The amount subscribed for share capital in excess of nominal value attracting merger relief under the Companies Act 2006.
Retained Earnings
The accumulated net gains and losses of the Company since inception.
Issued Share Capital and Capital Redemption Reserve are not included in the Statement of Changes in Equity because
the balances in these reserves are less than £0.1m.
9. Subsequent Events
Subsequent to the year end, the Group commenced a share buyback programme of up to £10m. As at 10 March 2026, the
Group had repurchased 1,103,789 of its shares through the share buyback programme. Further information can be found
in the Director’s Report on page 89.
The Gym Group plc
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141
Other Information
FIVE YEAR RECORD
The following table sets out a summary of selected key financial information and KPIs for the business.
2025 2024 2023 2022 2021
Revenue (£m) 244.9 226.3 204.0 172.9 106.0
Group Adjusted EBITDA Less Normalised Rent
1
(£m) 56.7 47.7 38.5 38.0 5.7
Free Cash Flow
2
(£m) 38.3 34.9 25.7 15.1 1.1
Non-Property Net Debt
3
(£m) 59.3 61.3 66.4 76.0 44.1
Adjusted Leverage (x) 1.04 1.29 1.72 2.00 7.74
Total Number of Gyms (number) 260 245 233 229 202
Total Number of Members (‘000) 923 891 850 821 718
Average Revenue per Member per Month (£)
4
21.60 20.81 19.50 17.82 17.60
Members that Visit 4+ Times in a Month
5
54.6% 53.1% 52.2% 48.8% 35.3%
Number of Mature Gyms in Operation (number) 232 227 199 182 175
Mature Gym Site EBITDA Less Normalised Rent
6
(£m) 66.3 61.5 53.6 50.9 22.5
Return on Invested Capital of Mature Gym Sites
7
27% 25% 21% 22% 20%
Employee Engagement Score
8
9.0 9.0 8.5 8.4 7.6
1 A reconciliation of Operating Profit to Group Adjusted EBITDA Less Normalised Rent has been included underneath the Consolidated Statement of
Comprehensive Income on page 102.
2 A reconciliation of Net Cash Inflow from Operating Activities to Free Cash Flow has been provided in Note 24 to the Consolidated Financial Statements. Free Cash
Flow for 2024 and earlier has been restated to reallocate a proportion of Technology and Data spend from Expansionary Capital Expenditure to Maintenance
Capital Expenditure to bring it into line with the presentation of Technology and Data spend in 2025.
3 Information on the make-up of Non-Property Net Debt is included under Capital Risk Management in Note 23 to the Consolidated Financial Statements.
4 In order to provide better year on year comparability for yield, the figures presented for 2021 have been adjusted to exclude the impact of UK Government-
enforced closure periods as a result of the Covid-19 pandemic. The 2021 figure is calculated for the period from July 2021 to December 2021 when all gyms were
fully open and trading had returned to normal.
5 The figures for 4+ visits for 2024 and earlier have been restated to include like-for-like sites only and to exclude Saver members, members on freeze and members
who have joined in a gym’s pre-opening period to ensure comparability across periods. Further adjustments and restatements may occur in 2026 as we continue
to refine this KPI. The 2021 figures are impacted by closure days.
6 Group Adjusted EBITDA Less Normalised Rent contributed by mature sites (£66.3m in 2025; £61.5m in 2024) plus Group Adjusted EBITDA Less Normalised Rent
contributed by non-mature and acquisition sites (£18.3m in 2025; £13.1m in 2024) less Central Support Office costs (£27.9m in 2025; £26.9m in 2024) equals Group
Adjusted EBITDA Less Normalised Rent (£56.7m in 2025; £47.7m in 2024).
7 ROIC for 2023 and earlier has been restated to deduct the value of rent free amounts from the capital initially invested. In order to provide better year on year
comparability for ROIC, the figures presented for 2021 have also been adjusted to exclude the impact of UK-Government-enforced closure periods as a result
ofthe Covid-19 pandemic. The 2021 figure is calculated for the period from July 2021 to December 2021 when all gyms were fully open and trading had returned
to normal.
8 In 2023, we changed the way we measure employee engagement. We partnered with Peakon, an engagement specialist, and adopted a more accurate and
comprehensive approach using a 0-10 scale rating system, moving away from a percentage score (Top Box). Due to the change in methodology for calculating
the engagement score, a precise comparison to 2022 and prior cannot be made. These are therefore included for indicative purposes only.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
142
Other Information
DEFINITION OF NON-STATUTORY MEASURES
Group Adjusted EBITDA – operating profit before depreciation, amortisation, share based payments and non-
underlyingitems.
Normalised Rent – the contractual rent payable, recognised in the monthly period to which it relates.
Group Adjusted EBITDA Less Normalised Rent – Group Adjusted EBITDA after deducting Normalised Rent. A
reconciliation of Operating Profit to Group Adjusted EBITDA Less Normalised Rent is included below the Consolidated
Statement of Comprehensive Income on page 102.
Run Rate EBITDA Less Normalised Rent – Group Adjusted EBITDA Less Normalised Rent adjusted to include projected
mature performance of gyms less than two years old at the end of the period.
Adjusted Profit Before Tax – profit before tax before non-underlying items.
Adjusted Earnings – profit for the year before non-underlying items and the related tax.
Basic/Diluted Adjusted EPS – Adjusted Earnings divided by the basic/diluted weighted average number of shares.
Free Cash Flow – Group Adjusted EBITDA Less Normalised Rent and movement in working capital, less maintenance
capital expenditure, cash non-underlying items, bank and non-property lease interest and tax. A reconciliation of Net
Cash Inflow from Operating Activities to Free Cash Flow is included in Note 24 to the Consolidated Financial Statements.
Non-Property Net Debt – bank and non-property lease debt less cash and cash equivalents. See Note 23 to the
Consolidated Financial Statements for the breakdown.
Mature Gym Site EBITDA Less Normalised Rent – Group Adjusted EBITDA Less Normalised Rent contributed by mature
sites. Mature sites are defined as those sites that have been open for 24 months or more at the year end and exclude
acquisition sites.
Return On Invested Capital (‘ROIC’) of Mature Gym Sites – Mature Gym Site EBITDA Less Normalised Rent divided
by total capital initially invested in the mature sites (after capital contributions and rent free amounts).
Maintenance Capital Expenditure – costs of replacement gym equipment and premises refurbishment and technology
maintenance spend.
Expansionary Capital Expenditure – costs of fit-out of new gyms (both organic and acquired), technology projects
and other strategic projects. It is stated net of contributions from landlords.
Adjusted Leverage – Non-Property Net Debt divided by LTM Group Adjusted EBITDA Less Normalised Rent.
Fixed Charge Cover – LTM Group Adjusted EBITDA divided by LTM Finance costs (excluding interest costs on property
leases) less Finance Income plus Normalised Rent.
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
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143
Company Secretary
Alison Camille Skerritt
Company Number
08528493
Registered Office
2nd Floor
Arding & Hobbs
7 St. John’s Road
London
SW11 1QN
Website
www.tggplc.com
Corporate Advisers
Bankers
HSBC Bank plc
Solicitors
Travers Smith LLP
Auditor
Grant Thornton UK LLP
Joint Brokers
Deutsche Numis
Peel Hunt LLP
Registrar
MUFG Corporate Markets (formerly Link Group)
Other Information
CORPORATE INFORMATION
The Gym Group plc
ANNUAL REPORT AND ACCOUNTS 2025
144
The Gym Group plc
2nd Floor Arding & Hobbs
7 St. John’s Road
London SW11 1QN
www.tggplc.com
www.thegymgroup.com