Company registration number 10552875 (England and Wales)
SWIM SPORTS COMPANY LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
SWIM SPORTS COMPANY LTD
COMPANY INFORMATION
Directors
R Adlington
S Parry
A Worrall
(Appointed 16 October 2024)
Company number
10552875
Registered office
4th Floor 5b The Parklands
Lostock
Bolton
BL6 4SD
Auditor
Hart Shaw LLP
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
SWIM SPORTS COMPANY LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 29
SWIM SPORTS COMPANY LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -
The directors present the strategic report for the year ended 31 January 2024.
Review of the business
In line with Swim’s expansion strategy, FY24 was another year of growth for the business, with two new swim sites (Castleford and Chatham) being built and opened within the year, along with the progression of two other new sites that opened at the end of FY23 (Oldbury and Newcastle).
As expected, this is reflected in the revenue of Swim, increasing year on year by 46%, to £7,499k. We have also seen this impact the costs within Swim, however this increase has been only 26% (to £3,812k), as we begin to realise the benefits of economies of scale, moving from 8 to 12 sites after the opening of the mentioned sites above.
Another significant item within this year’s accounts is the impairment of one of our Swim sites. The Mansfield site, after over 2 years of being open and never being able to make a profit, was impaired to the tune of £745k.
Controls to negate any bad debts have improved, with £80k of a write off required, compared to £132k in the previous year. This was due to a lost subtenant, of which accrued income from this tenant was written off. Controls have been put in place to avoid a repeat in the future also.
Assets have increased in the year by £3.5m, once again due to the expansion of our more recent swim sites. These assets are depreciated over the length of the lease.
A similar story of expansion has caused an increase of circa 60% to both creditors and debtors, which was to be expected whilst we increase the amount of cash coming in and out of the business each month with a larger estate.
On 31 January 2024, the company acquired the trade and assets of two fellow subsidiaries BASS (UK) Limited and Total Swimming Academies Limited. The trade of these company's involve the provision of swimming lessons at sports facilities and local pools, as opposed to Swims own sites.
Principal risks and uncertainties
Any business will involve some risk with many risk factors common to any business regardless of what sector it operates in. However, Directors consider that certain risks and uncertainties are more specific to the Company and the sports and fitness sector in which it operates, These risks and uncertainties include the following:
the location and influence of competitors;
availability of key property locations; and
general economic factors.
The Directors continue to endeavour to manage these risks and uncertainties to the extent possible within the business.
Development and performance
Moving into the next year. We currently have no plans to expand trade, with focus needed on our existing estate.
SWIM SPORTS COMPANY LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
s172 Statement
This statement sets out how the Directors have approached and met their responsibilities under section 172 Companies Act 2006 and, in particular, how the Directors have satisfied themselves that they gave acted in a way which is most likely to promote the success of the Company for the benefit of its members as a whole and having regards for stakeholders interests.
As such, the Directors have considered (amongst other things) the likely consequences of any decision in the long term, The directors give significant consideration via the assessment of various board papers to the likely long term impact to the Company of any decisions made. It is the Directors' ultimate objective to deliver long term sustainable earnings growth.
Furthermore, the Directors have considered:
the interests of the Company's employees;
the need to foster the Company's business relationships with suppliers, customers and others;
the impact of the Company's business relationships with suppliers, customers and others;
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly between members of the Company.
At the year end, the Company was a subsidiary of JD Sports Fashion Plc and is therefore part of the JD Group. The consideration of the above points is detailed in the Strategic Report of the Annual Report and Accounts of JD Sports Fashion Plc. The Annual Report is available to the public at www.jdplc.com.
S Parry
Director
31 January 2025
SWIM SPORTS COMPANY LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 January 2024.
Principal activities
The principal activity of the company continued to be that of the provision of children's swimming lessons.
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)
S Rowe
(Appointed 29 November 2023 and resigned 16 October 2024)
D Platt
(Appointed 4 October 2023 and resigned 16 October 2024)
A Worrall
(Appointed 16 October 2024)
Employee involvement
The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
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 23.
SWIM SPORTS COMPANY LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
Going Concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. In making this assessment the directors have considered, amongst other things, the recent and projected trading performance and the changes in the group's credit facilities after the yearend. The most significant considerations are:
In recent years the company has made a trading loss and at the year end the company is in a net liabilities position. This financial position is largely supported by a group loan facility which it utilised in order to support its trade and expansion into new sites. As detailed above and in more detail in note 23, the company has left the JD Sports Fashion plc group and with this, it's loan facility has reduced from £25m, of which only c£10m was drawn, to £2.1m. The balance has been repaid by its new ultimate parent company We Are Swim Holdings Limited. The company has received a Letter of Support from its parent companies that confirms they will not recall the loan within 12 months from the date the financial statements are approved.
Despite the loss of the undrawn loan facility, the directors believe the company is a going concern, based on post year end trading results as the company is cash generative, with a strong EBITDA. Furthermore, the new financing arrangements, as outlined in note 23 do not require any capital repayments within 12 months from the date of signing the financial statements. The company has sufficient working capital after the restructure of the debt as part of the change in ownership and is sufficiently cash generative to cover interest costs for at least the next 12 months. The directors are optimistic that the company will be reporting a profit in the year to 31 January 2025.
Therefore, the financial statements have been prepared on the going concern basis.
Auditor
The auditor, Hart Shaw LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
On behalf of the board
S Parry
Director
31 January 2025
SWIM SPORTS COMPANY LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024
- 5 -
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
SWIM SPORTS COMPANY LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SWIM SPORTS COMPANY LTD
- 6 -
We have audited the financial statements of Swim Sports Company Ltd (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:
give a true and fair view of the state of the company's affairs as at 31 January 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
SWIM SPORTS COMPANY LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SWIM SPORTS COMPANY LTD
- 7 -
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 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.
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:
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
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 not obtained all the information and explanations that we considered necessary for the purpose of our audit: and
we were unable to determine whether adequate accounting records had been maintained.
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:
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 remuneration specified by law are not made.
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.
SWIM SPORTS COMPANY LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SWIM SPORTS COMPANY LTD
- 8 -
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:
Extent to which the audit was considered capable of detecting irregularities, including fraud
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:
Communicating identified laws and regulations at planning throughout the audit team to remain alert to any indications of non-compliance throughout the audit.
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as non-compliance with laws and regulations.
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
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:
Override of internal controls (e.g. segregation of duties)
Entering into transactions outside the normal course of business, especially with related parties
Fraudulent revenue recognition, including fictitious sales and sales being recorded in the wrong period.
Presenting bias in accounting judgements and estimates, particularly ones that are key to the business.
In order to reduce the risk of material misstatement to an acceptable level, numerous audit procedures were performed including:
Enquiries of management as to whether they had any knowledge of any actual or suspected fraud
Review of material journal entries made throughout the year as well as those made to prepare the financial statements
Reviewing the underlying rationale behind transactions in order to assess whether they were outside the normal course of business.
Increased revenue substantive testing across all material income streams.
Assessing whether management’s judgements and estimates indicated potential bias, particularly those disclosed as key in note 2 to the financial statements that are more susceptible to management bias.
SWIM SPORTS COMPANY LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SWIM SPORTS COMPANY LTD
- 9 -
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.
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
SWIM SPORTS COMPANY LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
Year
Period
ended
ended
31 January
31 January
2024
2023
Notes
£'000
£'000
Turnover
3
7,468
5,149
Cost of sales
(3,812)
(3,028)
Gross profit
3,656
2,121
Distribution costs
(2,834)
(2,280)
Administrative expenses
(850)
(838)
Other operating income
185
366
Bad debt write off
4
(80)
(132)
Prospective site abortive costs
4
(86)
Impairment of tangible fixed assets
4
(745)
Operating loss
5
(668)
(849)
Interest payable and similar expenses
8
(659)
Loss before taxation
(1,327)
(849)
Tax on loss
9
128
Loss for the financial year
(1,327)
(721)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
SWIM SPORTS COMPANY LTD
BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 11 -
2024
2023
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Intangible assets
11
245
108
Tangible assets
12
9,166
5,800
9,411
5,908
Current assets
Stocks
13
61
20
Debtors
14
1,385
959
Cash at bank and in hand
20
311
1,466
1,290
Creditors: amounts falling due within one year
15
(12,428)
(7,664)
Net current liabilities
(10,962)
(6,374)
Total assets less current liabilities
(1,551)
(466)
Creditors: amounts falling due after more than one year
16
(391)
(361)
Provisions for liabilities
Provisions
17
543
331
(543)
(331)
Net liabilities
(2,485)
(1,158)
Capital and reserves
Called up share capital
19
Profit and loss reserves
(2,485)
(1,158)
Total equity
(2,485)
(1,158)
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 10552875 (England and Wales)
SWIM SPORTS COMPANY LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 12 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 January 2022
(437)
(437)
Period ended 31 January 2023:
Loss and total comprehensive income
-
(721)
(721)
Balance at 31 January 2023
(1,158)
(1,158)
Year ended 31 January 2024:
Loss and total comprehensive income
-
(1,327)
(1,327)
Balance at 31 January 2024
(2,485)
(2,485)
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 13 -
1
Accounting policies
Company information
Swim Sports Company Ltd 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 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.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of JD Sports Fashion Plc. These consolidated financial statements are available from its registered office, Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, BL9 8RR or at www.jdplc.com.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 14 -
1.3
Going concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. In making this assessment the directors have considered, amongst other things, the recent and projected trading performance and the changes in the group's credit facilities after the yearend. The most significant considerations are:true
In recent years the company has made a trading loss and at the year end the company is in a net liabilities position. This financial position is largely supported by a group loan facility which it utilised in order to support its trade and expansion into new sites. As detailed above and in more detail in note 23, the company has left the JD Sports Fashion plc group and with this, it's loan facility has reduced from £25m, of which only c£10m was drawn, to £2.1m. The balance has been repaid by its new ultimate parent company We Are Swim Holdings Limited. The company has received a Letter of Support from its parent companies that confirms they will not recall the loan within 12 months from the date the financial statements are approved.
Despite the loss of the undrawn loan facility, the directors believe the company is a going concern, based on post year end trading results as the company is cash generative, with a strong EBITDA. Furthermore, the new financing arrangements, as outlined in note 23 do not require any capital repayments within 12 months from the date of signing the financial statements. The company has sufficient working capital after the restructure of the debt as part of the change in ownership and is sufficiently cash generative to cover interest costs for at least the next 12 months. The directors are optimistic that the company will be reporting a profit in the year to 31 January 2025.
Therefore, the financial statements have been prepared on the going concern basis.
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 taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the provision of swimming activities is recognised over the period the membership relates to.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Website
4 years straight-line
1.6
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.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 15 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the line of the lease
Fixtures and fittings
25% straight-line
Computer equipment
25% straight-line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Cash-generating units are considered to be each site offering swimming activities.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and net realisable value.
1.9
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.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 16 -
1.10
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.
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.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 17 -
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
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.
1.12
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.
1.13
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.14
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.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 18 -
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.17
Amounts included in accruals and deferred income which relate to rent free periods that will be released over the life of the leases have been restated to be included in amounts falling due after 1 year to align with the expected release of the accrual and the treatment in the current year.
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.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of fixed assets
The directors assess each cash generating unit (CGU), namely each site, to ensure it is generating positive cash flows. Where this is not the case, it considers the recoverability of the fixed assets associated to this site and makes a write down accordingly.
Where sites are within the first year of operations, no write down provision is made as losses are expected during this time frame.
An impairment has been included in the current year totalling £745,000 (2023 - £nil).
Dilapidations provision
Dilapidations provision relates to the expected costs to put leasehold properties back to their original state, before being used by the company. The provision is capitalised (included within Leasehold improvements, note 12) and depreciated over the life of the lease. The life of the leases vary from 10 - 15 years.
In order to calculate a provision, quotes have been obtained from third party providers, this was considered necessary given the company has never exited a lease and incurred the resulting dilapidations cost and therefore has no historical comparisons. The quotes are for 11 sites which vary from £20,000 to £115,000, dependant upon size and nature of works to be completed.
These values have been inflated using average expected interest rates (around 3%) over the life of the lease to estimate the future cost. The total future costs have then been discounted at 6%, being the incremental cost of borrowing, to bring the future costs to their net present value.
A 1% movement in the discount or interest rate would result in a £45,000 movement on the total provision.
3
Turnover and other revenue
2024
2023
£'000
£'000
Turnover analysed by class of business
Provision of swimming lessons
7,468
5,149
2024
2023
£'000
£'000
Other operating income
Rental income
162
274
Other operating income
28
92
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 20 -
4
Exceptional items
2024
2023
£'000
£'000
Expenditure
Bad debt write off
80
132
Prospective site abortive costs
-
86
Impairment of tangible fixed assets
745
-
825
218
5
Operating loss
2024
2023
Operating loss 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
18
11
Depreciation of owned tangible fixed assets
822
492
Impairment of owned tangible fixed assets
745
Loss on disposal of tangible fixed assets
7
-
Amortisation of intangible assets
31
17
Operating lease charges
815
740
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Teachers
277
148
Management
15
10
Total
292
158
Their aggregate remuneration comprised:
2024
2023
£'000
£'000
Wages and salaries
3,372
2,702
Social security costs
169
141
Pension costs
56
68
3,597
2,911
Recharges of £nil (2023: £479,000) are not included in the above, relating to wages costs processed through SAD Holdings prior to April 2022.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 21 -
7
Directors' remuneration
The Directors received no remuneration from the Company during the current or prior period; these fees being borne by other group companies.
8
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest payable to group undertakings
639
Unwinding of discount on provisions
20
-
659
9
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
(242)
Deferred tax
Origination and reversal of timing differences
114
Total tax charge/(credit)
(128)
From April 2023, the applicable rate of corporation tax changed from 19% to 25%.
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£'000
£'000
Loss before taxation
(1,327)
(849)
Expected tax credit based on the standard rate of corporation tax in the UK of 24.00% (2023: 19.00%)
(318)
(161)
Tax effect of expenses that are not deductible in determining taxable profit
179
87
Tax effect of utilisation of tax losses not previously recognised
139
Adjustments in respect of prior years
114
Other allowances
(176)
Movement of unprovided deferred tax assets
8
Taxation charge/(credit) for the year
-
(128)
The company had unutilised tax losses of £4,729,000 (2023 - £5,000,000)
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 22 -
10
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
£'000
£'000
In respect of:
Property, plant and equipment
12
745
Recognised in:
Exceptional items
745
-
11
Intangible fixed assets
Website
£'000
Cost
At 1 February 2023
125
Additions
73
Group transfers
95
At 31 January 2024
293
Amortisation and impairment
At 1 February 2023
17
Amortisation charged for the year
31
At 31 January 2024
48
Carrying amount
At 31 January 2024
245
At 31 January 2023
108
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 23 -
12
Tangible fixed assets
Leasehold improvements
Assets under construction
Fixtures and fittings
Computer equipment
Total
£'000
£'000
£'000
£'000
£'000
Cost
At 1 February 2023
5,789
109
451
161
6,510
Additions
4,502
4
379
13
4,898
Group transfers
9
49
58
Disposals
(7)
(16)
(23)
Transfers
28
(36)
8
At 31 January 2024
10,312
61
839
231
11,443
Depreciation and impairment
At 1 February 2023
519
140
51
710
Depreciation charged in the year
633
149
40
822
Impairment losses
651
82
12
745
At 31 January 2024
1,803
371
103
2,277
Carrying amount
At 31 January 2024
8,509
61
468
128
9,166
At 31 January 2023
5,270
109
311
110
5,800
More information on impairment movements in the year is given in note 10.
13
Stocks
2024
2023
£'000
£'000
Finished goods and goods for resale
61
20
14
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Trade debtors
178
122
Amounts owed by group undertakings
427
458
Other debtors
27
52
Prepayments and accrued income
356
327
988
959
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
14
Debtors
(Continued)
- 24 -
2024
2023
Amounts falling due after more than one year:
£'000
£'000
Trade debtors
77
Other debtors
79
Prepayments and accrued income
241
397
Total debtors
1,385
959
Amounts owed by group companies are unsecured, bearing no interest and are repayable on demand.
15
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Trade creditors
404
571
Amounts owed to group undertakings
10,751
6,228
Taxation and social security
134
65
Other creditors
14
55
Accruals and deferred income
1,125
745
12,428
7,664
Included in amounts owed to group undertakings are amounts totalling £609,000 (2023 - £250,000) that are secured over all assets of the company.
Included in amounts owed to group undertakings are amounts totalling £9,957,337 (2023 - £nil) that are unsecured and repayable on demand. These carry interest totalling the amount it cost the group undertaking to obtain the finance, being 2% + base rate.
Remaining balances owed to group undertakings are unsecured, bearing no interest and repayable on demand.
16
Creditors: amounts falling due after more than one year
2024
2023
£'000
£'000
Accruals and deferred income
391
361
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 25 -
17
Provisions for liabilities
2024
2023
£'000
£'000
Dilapidations provision
543
331
Movements on provisions:
Dilapidations provision
£'000
At 1 February 2023
331
Additional provisions in the year
192
Unwinding of discount
20
At 31 January 2024
543
Dilapidations provision relates to the expected costs to put leasehold properties back to their original state, before being used by the company. The provision is capitalised (included within Leasehold improvements, note 12) and depreciated over the life of the lease.
Remaining life of leases are between 2 - 9 years. Estimated future costs have been discounted at a rate of 6%. See the key estimates and judgements section of the accounting policies for further details.
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
56
68
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.
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
'A' ordinary shares of £1 each
-
190
-
-
'B' ordinary shares of £1 each
-
10
-
-
Ordinary shares of £1 each
200
-
-
-
200
200
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
19
Share capital
(Continued)
- 26 -
On 28 August 2023, by special resolution, the company redesignated all Ordinary A and Ordinary B shares to Ordinary shares. There was no change in overall shareholdings.
On a show of hands at a general meeting, every holder of ordinary shares present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder. Subject to the relevant statutory provisions and the Company's Articles of Association, holders of ordinary shares are entitled to a dividend where declared or paid out of profits available for such purposes. Subject to the relevant statutory provisions and the Company's Articles of Association, on a return of capital on a winding-up, holders of ordinary shares are entitled to participate in such a return equally in proportion to their shareholding.
20
Acquisitions
On 31 January 2024 the company acquired the trade and assets of BASS (UK) Limited, a fellow group company.
Fair Value
£'000
Website
90
Property, plant and equipment
51
Stock
8
Other debtors
30
Other creditors
(93)
Total identifiable net assets
86
Goodwill
-
Total consideration
86
Satisfied by:
£'000
Intercompany loan
86
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
20
Acquisitions
(Continued)
- 27 -
On 31 January 2024 the company acquired the trade and assets of Total Swimming Academies Limited, a fellow group company.
Fair Value
£'000
Intangible assets
4
Property, plant and equipment
7
Stock
15
Other debtors
150
Other creditors
(166)
Total identifiable net assets
10
Goodwill
-
Total consideration
10
Satisfied by:
£'000
Intercompany loan
10
21
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 Swim Sports Company 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).
22
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
824
658
Between two and five years
2,828
2,631
In over five years
2,233
2,688
5,885
5,977
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 28 -
23
Events after the reporting date
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 part of this change in ownership there were several other changes, which are listed below:
The outstanding balance on the Total Swimming Holdings group’s £25m revolving credit facility provided by JD Sports Gyms Limited, a subsidiary of JD Sports Fashion plc, was partly repaid. The terms of the remaining balance on the revolving credit facility were then amended to a £2.1m revolving credit facility which is repayable in 3 equal instalments, annually from October 2026.
To fund the above repayment of the credit facility and to provide the group with some working capital the new parent company, We Are Swim Holdings Limited, issued:
£5.2m of redeemable non-interest bearing preference shares.
£4m of unsecured loan notes at 2% above the Bank of England base rate, which are repayable in full October 2029.
Following the change in ownership Total Swimming Limited and Orange House Company (Northern) Limited were no longer part of the Total Swimming Holdings group. Prior to Total Swimming Limited leaving the group, group loans owed to it by Swim Sports Company Limited amounting to c£9.9m were novated to the parent company Total Swimming Holdings Limited. This loan remains unsecured, non-interest bearing and with no set repayment terms.
Following the change in ownership, the company entered into 4 new lease agreements with JD Sports Gyms Limited with a commitment of up to 9 years. In total, it is estimated the company has entered into non-cancellable operating leases of £1.6m.
SWIM SPORTS COMPANY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 29 -
24
Related party transactions
The company has taken advantage of the 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 fellow wholly owned subsidiaries.
During the year, the Company received recharged expenses amounting to £nil (2023: £767,000) from S.A.D Holdings Limited, a company in which S Parry was the majority shareholder throughout the year. A balance of £nil (2023: £10,000) was owed to the company as at 31 January 2024.
During the year, the company had sales amounting to £23,000 (2023: £100,000) with Total Gymnastics Limited, a company in which S.A.D Holdings Limited was a 45% shareholder throughout the year. A balance of £91,000 (2023: £91,000) owed from the company as at 31 January 2024. During the year, the Company had purchases amounting to £7,000 (2023: £7,000) with Total Gymnastics Limited. A balance of £7,000 (2023: £nil) was owed to the company as at 31 January 2024.
Furthermore, included in exceptional items is a write off of accrued income, relating to rental incentives given to Beth Tweddle Gym Stars Limited, a company where Total Gymnastics Limited has significant influence. This was written off due to the company exiting a lease early after being afforded a rent free period.
During the year, the Company had purchases amounting to £57,000 (2023: £42,000) with The Orange House Company (Northern) Limited, a 60% owned subsidiary of Total Swimming Group Limited, a fellow group company. A balance of £59,000 (2023: £1,000) was owed to the company as at 31 January 2024.
During the year, the Company also had purchases amounting to £1,558,000 (2023: £262,000) with JD Sports Gyms Limited, a 60% shareholder of Total Swimming Holdings Ltd. A balance of £465,000 (2023: £1,250,000) was owed to JD Sports Gyms Limited as at the end of the year, all amounts are covered by security in place over all assets of the company. During the year, the Company also had a payment on account of £38,000 (2023 - £nil).
25
Ultimate controlling party
The immediate parent of the Company is Total Swimming Holdings Limited. The Company is 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 statement 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.
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 for the year ended 31 January 2024. The consolidate 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, as discussed in note 23.
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