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Registered number: 14103629










WATER BABIES COT LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE 14 MONTHS ENDED 31 JULY 2023

 
WATER BABIES COT LIMITED
 
 
COMPANY INFORMATION


Directors
L E P Thompson (appointed 12 May 2022)
P A Grimes (appointed 12 May 2022)
H M Harrison (appointed 12 May 2022)




Company secretary
P A Grimes



Registered number
14103629



Registered office
Winslade House Winslade Park
Manor Drive

Clyst St Mary

Exeter

Devon

EX5 1FY




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
WATER BABIES COT LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Statement of Comprehensive Income
7
Balance Sheet
8
Statement of Changes in Equity
9
Notes to the Financial Statements
10 - 18

 
WATER BABIES COT LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE 14 MONTHS ENDED 31 JULY 2023

The directors present their report and the financial statements for the 14 months ended 31 July 2023.

The company was incorporated on 12 May 2022 and commenced trading on the same date.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

Directors

The directors who served during the 14 months were:

L E P Thompson (appointed 12 May 2022)
P A Grimes (appointed 12 May 2022)
H M Harrison (appointed 12 May 2022)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1

 
WATER BABIES COT LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE 14 MONTHS ENDED 31 JULY 2023

Auditors

The auditorsHaysmacintyre LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





L E P Thompson
Director

Date: 12 February 2024
Page 2

 
WATER BABIES COT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATER BABIES COT LIMITED
 

Opinion


We have audited the financial statements of Water Babies COT Limited (the 'Company') for the 14 months ended 31 July 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation 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 the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 July 2023 and of its loss for the 14 months then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 3

 
WATER BABIES COT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATER BABIES COT LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' Report for the financial 14 months for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Page 4

 
WATER BABIES COT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATER BABIES COT LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with company law, and we considered the extent to which non-compliance might have a material effect on the financial statements such as the Companies Act 2006 and sales tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to the override of controls by management, inappropriate revenue recognition and management bias in accounting estimates. Audit procedures performed by the engagement team included:

inspecting correspondence with regulators and tax authorities;
discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
evaluating management's controls designed to prevent and detect irregularities;
risk based sample testing on the posting of journal entries;
challenging assumptions and judgements made by management in their critical accounting estimates; and
corroborating amounts and balances recognised to supporting documentation on a sample basis.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Page 5

 
WATER BABIES COT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATER BABIES COT LIMITED (CONTINUED)



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 Auditors' Report.


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 2006Our 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 Auditors' 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.





Tom Stock (Senior Statutory Auditor)
for and on behalf of
Haysmacintyre LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

12 February 2024
Page 6

 
WATER BABIES COT LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 14 MONTHS ENDED 31 JULY 2023

Period from incorporation to 31 July 2023
£

  

Turnover
 4 
1,136,516

Cost of sales
  
(544,577)

Gross profit
  
591,939

Administrative expenses
  
(548,189)

Exceptional costs
 8 
(558,689)

Operating (loss)/profit
  
(514,939)

(Loss)/profit for the financial period
  
(514,939)

There was no other comprehensive income for 2023.

The notes on pages 10 to 18 form part of these financial statements.
Page 7

 
WATER BABIES COT LIMITED
REGISTERED NUMBER: 14103629

BALANCE SHEET
AS AT 31 JULY 2023

2023
Note
£

Fixed assets
  

Tangible assets
 9 
5,228

  
5,228

Current assets
  

Stocks
  
8,599

Debtors: amounts falling due within one year
 10 
14,830

Cash at bank and in hand
 11 
63,230

  
86,659

Creditors: amounts falling due within one year
 12 
(606,726)

Net current liabilities
  
 
 
(520,067)

Total assets less current liabilities
  
(514,839)

  

Net liabilities
  
(514,839)


Capital and reserves
  

Called up share capital 
  
100

Profit and loss account
  
(514,939)

  
(514,839)


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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


L E P Thompson
Director

Date: 12 February 2024

The notes on pages 10 to 18 form part of these financial statements.

Page 8

 
WATER BABIES COT LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE 14 MONTHS ENDED 31 JULY 2023


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the 14 months

-
(514,939)
(514,939)

Shares issued during the 14 months
100
-
100


At 31 July 2023
100
(514,939)
(514,839)

The notes on pages 10 to 18 form part of these financial statements.

Page 9

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

1.


General information

Water Babies COT  Limited is a private company limited by shares, incorporated in England and Wales. The company registration number is 14103629 and the registered office is Winslade House, Winslade Park, Manor Drive, Clyst St Mary, Exeter, Devon, EX5 1FY. The principal activity of the Company in the year under review was that of the provision of swimming lessons to babies and toddlers. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
 
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 74A(b) of IAS 16
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
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

This information is included in the consolidated financial statements of Water Babies Group Limited as at 31 July 2023 and these financial statements may be obtained from Water Babies Group Limited, Winslade House, Winslade Park, Manor Drive, Clyst St Mary, Exeter, Devon, EX5 1FY.

Page 10

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.3

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company and the Group that it is part of has adequate resources to continue in operational existence for the foreseeable future. Although a loss was generated in period, this was primarily due to the exceptional franchise termination payments which are not expected to occur in future periods. 

Furthermore the company has received finance from fellow group entities while in its start up phase and to pay for the termination payments.  These fellow group entities have confirmed that they will not recall the balances due to them until the resources of the company allow, and not within the next 12 months from the date of approval of these financial statements. Additionally they have undertaken to provide further finance to this company if necessary.  Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

Rendering of services

Revenue from providing swimming lessons is recognised in the accounting period in which the swimming lessons are rendered.

 
2.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.6

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 11

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

2.Accounting policies (continued)

  
2.7

Franchise termination expenses

Expenses incurred in the transfer of franchises to the company are treated as expenses as the company becomes party to a franchise release agreement except for where the transaction represents the reacquisition of franchise rights previously granted to a franchisee, in which case the cost is capitalised as an intangible asset and amortised over the remaining contract term.

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%
Straight line method

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. 

 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Page 12

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.12

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. Although
these estimates are based on management’s best knowledge of the amount, events or actions, actual results may
ultimately differ from those estimates.

There are currently no material esimtates or judgements made in the preparation of the company's financial statements. 



4.


Turnover

An analysis of turnover by class of business is as follows:


2023
£

Provision of swimming lessons
1,104,493

Sale of goods and other services
32,022

1,136,515


All turnover arose within the United Kingdom.

Page 13

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

5.


Operating loss

The operating loss is stated after charging:

2023
£

Depreciation of tangible fixed assets
1,503

Exchange differences
(67)

Defined contribution pension cost
4,849

Exceptional franchise break costs
558,689


6.


Employees

The average monthly number of employees, including directors, during the period was 35.


7.


Taxation


2023
£



Total current tax
-

Deferred tax

Total deferred tax
-


Tax on (loss)/profit
-
Page 14

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023
 
7.Taxation (continued)


Factors affecting tax charge for the 14 months

The tax assessed for the 14 months is lower than the standard rate of corporation tax in the UK of 20.64%. The differences are explained below:

2023
£


(Loss) on ordinary activities before tax
(514,939)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(106,283)

Effects of:


Fixed asset differences
(603)

Expenses not deductible
152

Group relief
107,509

Deferred tax not recognised
(775)

Total tax charge for the 14 months
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.




8.


Exceptional items

2023
£


Franchise termination costs
558,689

558,689

Page 15

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

9.


Tangible fixed assets





Computer equipment

£



Cost or valuation


Additions
6,731



At 31 July 2023

6,731



Depreciation


Charge for the period
1,503



At 31 July 2023

1,503



Net book value



At 31 July 2023
5,228

Page 16

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

10.


Debtors

2023
£


Other debtors
5,000

Prepayments and accrued income
9,830

14,830



11.


Cash and cash equivalents

2023
£

Cash at bank and in hand
63,230



12.


Creditors: Amounts falling due within one year

2023
£

Trade creditors
47,285

Amounts owed to group undertakings
429,162

Other taxation and social security
49,676

Other creditors
2,133

Accruals and deferred income
78,470

606,726



13.


Share capital

2023
£
Allotted, called up and fully paid


On incorporation 100 Ordinary shares of £1 were issued at par
100




Page 17

 
WATER BABIES COT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED 31 JULY 2023

14.


Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


15.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £4,849. Contributions totalling £1,506 were payable to the fund at the reporting date.


16.


Related party transactions

The Company has taken advantage of the exemption under FRS 101 and has not disclosed any intra group related party transactions with fellow wholly owned subsidiaries of Water Babies Group Limited.


17.


Controlling party

Water Babies COT Limited is a wholly owned subsidiary of Water Babies Group Limited, the immediate and ultimate parent company registered in the United KIngdom.
All entities of the group are consolidated within the ultimate parent company Water Babies Group Limited only. The consolidated financial statements of Water Babies Group Limited may be obtained from Water Babies Group Limited, Winslade House, Winslade Park, Manor Drive, Clyst St Mary, Exeter, Devon, EX5 1FY.

Page 18