Company registration number 08339688 (England and Wales)
BASS (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
BASS (UK) LIMITED
COMPANY INFORMATION
Directors
R Adlington
S Parry
A Worrall
(Appointed 16 October 2024)
Company number
08339688
Registered office
4th Floor 5b The Parklands
Lostock
Bolton
BL6 4SD
Auditor
Hart Shaw LLP
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
BASS (UK) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 21
BASS (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 January 2024.

Principal activities

The principal activity of the company was that of the provision of children's swimming lessons. As detailed below, the trade and assets were hived to a fellow group company at 31 January 2024.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

R Adlington
P Fox
(Resigned 29 November 2023)
N Greenhalgh
(Resigned 3 October 2023)
S Parry
A Peacock
(Resigned 16 October 2024)
A Turner
(Resigned 16 October 2024)
R Schultz
(Appointed 28 August 2023 and resigned 16 October 2024)
D Platt
(Appointed 4 October 2023 and resigned 16 October 2024)
S Rowe
(Appointed 29 November 2023 and resigned 16 October 2024)
A Worrall
(Appointed 16 October 2024)
Post reporting date events

On 16 October 2024, We Are Swim Holdings Limited purchased the entire share capital of the parent company, Total Swimming Holdings, as a result the company is no longer part of the JD Sport Fashion plc group. As a result of this transaction, We Are Swim Holdings Limited, became the ultimate parent company. We Are Swim Holdings Limited is owned by the Directors of the Total Swimming Holdings group and Arete Capital Partners.

 

For more details on the impact of this event, please see note 20.

Going concern

The Directors have taken the decision to cease trading in the current financial year, with the trade and assets being hived to a fellow group company. Remaining assets will be transferred in the financial year 2025 and it is expected that the company will then become dormant with a view to being struck off from the register of companies thereafter. This has had no material impact on the amounts disclosed in both the Statement of Comprehensive Income or the Balance Sheet and therefore no adjustments have been made to the financial statements as a result of the application of the non-going concern basis of accounting.

Auditor

The auditor, Hart Shaw LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

BASS (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption provided by section 415A of the Companies Act.

On behalf of the board
S Parry
Director
31 January 2025
BASS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BASS (UK) LIMITED
- 3 -

Qualified opinion on financial statements

We have audited the financial statements of Bass (UK) Limited (the 'company') for the year ended 31 January 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects on the corresponding figures of the matter described in the Basis for qualified opinion paragraph, the financial statements:

Basis for qualified opinion

We were appointed as auditors during the period ended 31 January 2023. The opening balance sheet had not been audited for that period and we were unable to carry out procedures to audit the opening balance sheet. Therefore, we are unable to determine whether any adjustments to the Statement of Comprehensive Income might have been necessary in the prior period. Our audit opinion in the financial statements to 31 January 2023 was modified accordingly. Our audit opinion on the current year financial statements is also modified because of the possible effect of this matter on the comparability of the current period's figures and the corresponding figures.

 

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

Emphasis of matter

We draw attention to the disclosure made in note 1.3, Going Concern, to the financial statements which explains that the financial statements have not been prepared on the going concern basis for the reasons set out in that note.

 

Our opinion is not modified in respect of this matter.

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 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.

 

As described in the basis for qualified opinion section of our report, we were unable to carry out procedures to audit the opening balance sheet in the period ended 31 January 2023 and therefore, we were unable to determine whether any adjustments to the Statement of Profit and Loss and Other Comprehensive Income might have been necessary. We have concluded that where the other information refers to the transactions within the Statement of Comprehensive Income for the period ended 31 January 2023, it may be materially misstated for this reason.

BASS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BASS (UK) LIMITED
- 4 -

Basis for qualified opinion on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in 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 director’s report.

In respect solely of the limitation on our work relating to corresponding figures described above:

 

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

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. 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:

BASS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BASS (UK) LIMITED
- 5 -

At the planning stage we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management, as required by auditing standards. The potential effect of any laws and regulation on the financial statements can vary considerably. There are laws and regulations that directly affect the financial statements (e.g. the Companies Act) as well as many other operational laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. Owing to the size, nature and complexity of the organisation and the applicable laws and regulations to which it must adhere, the risk of material misstatement was deemed to be low, therefore the procedures performed by the audit team were limited to:

We have assessed the overall susceptibility of the financial statements to material misstatement due to fraud. Management override is the most likely way in which fraud might present itself and as such is inherently high risk on any audit. Management override, which may cause there to be a material misstatement within the financial statements, may present itself in a number of ways, for example:

In order to reduce the risk of material misstatement to an acceptable level, numerous audit procedures were performed including:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected material misstatements in the financial statements, even though we have performed our audit in accordance with auditing standards. Furthermore, as with all audits, there is a higher risk of irregularities (especially those relating to fraud) being undetected, as these may involve the override of internal controls, collusion, intentional omissions and misrepresentations etc. We are not responsible for preventing non-compliance or fraud and therefore cannot be expected to detect all instances of such. Our audit was not designed to identify misstatements or other irregularities that would not be considered to be material to the financial statements. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

BASS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BASS (UK) LIMITED
- 6 -

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.

Adam Shield
Senior Statutory Auditor
For and on behalf of Hart Shaw LLP
31 January 2025
Chartered Accountants
Statutory Auditor
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
BASS (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 7 -
Year
Period
ended
ended
31 January
31 January
2024
2023
Notes
£'000
£'000
Turnover
3
3,367
6,840
Cost of sales
(1,605)
(2,929)
Gross profit
1,762
3,911
Administrative expenses
(2,779)
(2,754)
Exceptional item
4
(196)
(87)
Exceptional item
4
(276)
-
0
(Loss)/profit before taxation
(1,489)
1,070
Tax on (loss)/profit
8
6
(229)
(Loss)/profit for the financial year
(1,483)
841

The profit and loss account has been prepared on the basis that all operations are discontinued. For more information, please see note 1.3.

BASS (UK) LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2024
31 January 2024
- 8 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
10
-
0
28
Current assets
Stocks
11
-
16
Debtors
12
266
1,953
Cash at bank and in hand
10
449
276
2,418
Creditors: amounts falling due within one year
13
(456)
(1,137)
Net current (liabilities)/assets
(180)
1,281
Total assets less current liabilities
(180)
1,309
Provisions for liabilities
Deferred tax liability
14
-
0
6
-
(6)
Net (liabilities)/assets
(180)
1,303
Capital and reserves
Called up share capital
16
-
0
-
0
Profit and loss reserves
(180)
1,303
Total equity
(180)
1,303
The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
S Parry
Director
Company registration number 08339688 (England and Wales)
BASS (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 9 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 January 2022
-
0
462
462
Period ended 31 January 2023:
Profit and total comprehensive income
-
841
841
Balance at 31 January 2023
-
0
1,303
1,303
Year ended 31 January 2024:
Loss and total comprehensive income
-
(1,483)
(1,483)
Balance at 31 January 2024
-
0
(180)
(180)
BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
1
Accounting policies
Company information

Bass (UK) Limited is a private company, limited by shares and incorporated in England and Wales. The registered office is 4th Floor 5b The Parklands, Lostock, Bolton, BL6 4SD.

1.1
Reporting period

These financial statements are drawn up for the year ended 31 January 2024. The comparative figures are for the 13 month period ended 31 January 2023, these were extended to bring the year end in line with the group year end.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The Company's parent undertaking, JD Sports Fashion Plc, includes the Company in its consolidated financial statements. The consolidated financial statements of JD Sports Fashion Plc are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from the address in note 22.

 

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.

Financial Reporting Standard 102 - reduced disclosure exemptions

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

1.3
Going concern

The Directors have taken the truedecision to cease trading in the current financial year, with the trade and assets being hived to a fellow group company. Remaining assets will be transferred in the financial year 2025 and it is expected that the company will then become dormant with a view to being struck off from the register of companies thereafter. As such, the Directors have not prepared the financial statements on a going concern basis. This has had no other material impact on the amounts disclosed in both the Statement of Comprehensive Income or the Balance Sheet and therefore no adjustments have been made to the financial statements as a result of the application of the non-going concern basis of accounting.

BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 11 -
1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxed.

 

Revenue from the provision of swimming activities is recognised for the period the membership relates to.

1.5
Tangible fixed assets

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

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

Fixtures and fittings
25% per annum on a straight-line basis
Computer Equipment
25% per annum on a straight-line basis

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

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 12 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Impairment of financial assets

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

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

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

 

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

 

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

BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

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

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.12
Employee benefits

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

 

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

1.13
Retirement benefits

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

1.14
Leases

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

BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 14 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The directors believe there are no judgements, estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

3
Turnover

The turnover and profit before taxation are attributable to the one principal activity of the Company.

4
Exceptional items
2024
2023
£'000
£'000
Expenditure
Restructuring costs
196
87
Intercompany bad debt provision
276
-
472
87

Restructuring costs are a consequence of the company having a major contract terminated, this resulted in exceptional costs for redundancies, teacher incentives and reallocation costs.

 

Intercompany bad debt provision has been recognised in respect of a loan to a fellow group company which no longer appears recoverable.

 

In 2023 the company entered a new group, this resulted in exceptional restructuring costs.

5
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging:
£'000
£'000
Fees payable to the company's auditor for the audit of the company's financial statements
11
11
Depreciation of owned tangible fixed assets
31
12
Amortisation of intangible assets
14
4
Operating lease charges
627
1,475
BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 15 -
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total employees
39
31

Their aggregate remuneration comprised:

2024
2023
£'000
£'000
Wages and salaries
1,238
1,063
Social security costs
149
110
Pension costs
163
144
1,550
1,317
7
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
209
116
Company pension contributions to defined contribution schemes
10
55
219
171
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£'000
£'000
Remuneration for qualifying services
139
-
8
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
-
0
231
Adjustments in respect of prior periods
-
0
(2)
Total current tax
-
0
229
BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
8
Taxation
2024
2023
£'000
£'000
(Continued)
- 16 -
Deferred tax
Origination and reversal of timing differences
(6)
-
0
Total tax (credit)/charge
(6)
229

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£'000
£'000
(Loss)/profit before taxation
(1,489)
1,070
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
(283)
203
Tax effect of expenses that are not deductible in determining taxable profit
53
29
Unutilised tax losses carried forward
224
-
0
UK R&D tax credits and other allowances
-
0
(1)
Adjustment to tax charge in respect of previous periods
-
0
(2)
Taxation (credit)/charge for the year
(6)
229

At the year end the entity had unutilised tax losses of £1,216,000.

BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 17 -
9
Intangible fixed assets
Website
£'000
Cost
At 1 February 2023
-
0
Additions
105
Group transfer
(105)
At 31 January 2024
-
0
Amortisation and impairment
At 1 February 2023
-
0
Amortisation charged for the year
14
Group transfer
(14)
At 31 January 2024
-
0
Carrying amount
At 31 January 2024
-
0
At 31 January 2023
-
0
10
Tangible fixed assets
Fixtures and fittings
Computer Equipment
Total
£'000
£'000
£'000
Cost
At 1 February 2023
32
44
76
Additions
-
0
55
55
Group transfer
(32)
(99)
(131)
At 31 January 2024
-
0
-
0
-
0
Depreciation and impairment
At 1 February 2023
20
28
48
Depreciation charged in the year
9
22
31
Eliminated in respect of group transfers
(29)
(50)
(79)
At 31 January 2024
-
0
-
0
-
0
Carrying amount
At 31 January 2024
-
0
-
0
-
0
At 31 January 2023
12
16
28
BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 18 -
11
Stocks
2024
2023
£'000
£'000
Stocks
-
0
16
12
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Trade debtors
-
0
2
Corporation tax recoverable
-
0
53
Amounts owed by group undertakings
224
1,828
Other debtors
42
47
Prepayments and accrued income
-
0
23
266
1,953

Amounts owed by fellow group undertakings are unsecured, bearing no interest and repayable on demand.

13
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Trade creditors
74
240
Amounts owed to group undertakings
290
281
Taxation and social security
57
289
Accruals and deferred income
35
327
456
1,137

Amounts owed by fellow group undertakings are unsecured, bearing no interest and repayable on demand.

14
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£'000
£'000
Accelerated capital allowances
-
6
BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
14
Deferred taxation
(Continued)
- 19 -
2024
Movements in the year:
£'000
Liability at 1 February 2023
6
Credit to profit or loss
(6)
Liability at 31 January 2024
-

 

15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
163
144

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Ordinary shares of £1 each
100
100
-
-
17
Business disposals

On 31 January 2024 the company disposed of its trade and assets to a fellow group company.

 

£'000
Property, plant and equipment
52
Website
90
Other debtors
30
Stock
7
Other creditors
92
87
Gain on disposal
-
Total consideration
87
Satisfied by:
£'000
Intercompany loan
87
BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 20 -
18
Financial commitments, guarantees and contingent liabilities

JD Sports Gyms Limited, the 60% shareholder of the immediate parent company, Total Swimming Holdings Limited, holds a fixed and floating charge over all assets of all group companies, including BASS (UK) Limited. This is in relation to a loan facility utilised by Total Swimming Holdings Limited, with a year end balance of £10,982,000 (2023 - £7,054,000).

19
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£'000
£'000
Within one year
-
0
73

As part of the hive of trade and assets, all operating leases were novated to a fellow group company at the year end.

 

20
Events after the reporting date

During the 2025 financial year the remaining assets of the Company will be transferred across to a fellow group company. It is expected that the Company will then become dormant with a view to being struck off from the register of companies thereafter.

 

On 16 October 2024, We Are Swim Holdings Limited purchased the entire share capital of the parent company, Total Swimming Holdings, as a result the company is no longer part of the JD Sport Fashion plc group. As a result of this transaction, We Are Swim Holdings Limited, became the ultimate parent company. We Are Swim Holdings Limited is owned by the Directors of the Total Swimming Holdings group and Arete Capital Partners. As the company has ceased trading all other changes as a result of the change in ownership are inconsequential to this company.

21
Related party transactions

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

 

During the period, the Company received recharged expenses amounting to £161,000 (2023: £1,148,000) from S.A.D Holdings Limited, a company in which S Parry was the majority shareholder throughout the period. No balance was owed to the company as at 31 January 2024 (2023: none).

 

During the period, the Company made purchases amounting to £nil (2023: £27,000) from Champion Strokes Limited, a company in which R Adlington was the majority shareholder throughout the period. No balance was due owed to the company as at 31 January 2024 (2023: none).

BASS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 21 -
22
Ultimate controlling party

The immediate parent of the Company is Total Swimming Holdings Limited. At the balance sheet date the Company was a subsidiary of JD Sports Fashion Plc which is the smallest group in which the Company is a member and for which group financial statements are drawn up. JD Sports Fashion Plc is registered in England. Copies of the consolidated financial statements of JD Sports Fashion Plc are available to the public and can be obtained from the Company Secretary, Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, BL9 8RR or at www.jdplc.com.

At the balance sheet date the ultimate parent undertaking is Pentland Group Holdings Limited (a company registered in Jersey). R S Rubin and his close family are considered the ultimate controlling party by virtue of their control of Pentland Group Holdings Limited.

 

Consolidated financial statements will be prepared by Pentland Group Holdings Limited, which is the parent undertaking of the largest group of undertakings to consolidate these financial statements. The consolidated financial statements of Pentland Group Holdings Limited can be obtained from the company's registered office at 26 New Street, St Helier, Jersey, JE2 3RA.

 

In October 2024, Total Swimming Holdings Ltd and subsidiaries were sold to We Are Swim Holdings Ltd.

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