Company registration number 08334762 (England and Wales)
TOTAL SWIMMING ACADEMIES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
TOTAL SWIMMING ACADEMIES LIMITED
COMPANY INFORMATION
Directors
R Adlington
S B Parry
A Worrall
(Appointed 16 October 2024)
Company number
08334762
Registered office
4th Floor 5b The Parklands
Lostock
Bolton
BL6 4SD
Auditor
Hart Shaw LLP
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
TOTAL SWIMMING ACADEMIES 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 - 19
TOTAL SWIMMING ACADEMIES 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 continued to be that of providing children's swimming lessons. As detailed below, the trade and assets were hived to a fellow group company on 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 J G Fox
(Resigned 29 November 2023)
N J Greenhalgh
(Resigned 3 October 2023)
A W Peacock
(Resigned 16 October 2024)
S B Parry
A R Turner
(Resigned 17 October 2024)
R Schultz
(Appointed 28 August 2023 and resigned 16 October 2024)
D J 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)
Employee involvement

The Company is committed to promoting equal opportunities in employment regardless of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race (which includes colour, nationality and ethnic or national origins), religion or belief, sex or sexual orientation. Recruitment, promotion and the availability of training and development at all areas within the Company are based on the suitability and merit of any applicant for the job and full and fair consideration is always given to disabled persons in such circumstances.

 

Should an employee become disabled during their employment by the Company, every effort is made to continue the employment, development and training of the employee in question within their existing capacity wherever practicable, or failing that, in an alternative suitable capacity.

 

The Company has continued throughout the year to provide employees with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the Company's performance and of any significant organisational changes.

 

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 21.

TOTAL SWIMMING ACADEMIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
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. 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.

Auditor

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

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 B Parry
Director
31 January 2025
TOTAL SWIMMING ACADEMIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOTAL SWIMMING ACADEMIES LIMITED
- 3 -

Qualified opinion on financial statements

We have audited the financial statements of Total Swimming Academies 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 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.

TOTAL SWIMMING ACADEMIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOTAL SWIMMING ACADEMIES 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.

TOTAL SWIMMING ACADEMIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOTAL SWIMMING ACADEMIES LIMITED
- 5 -
Extent to which the audit was considered capable of detecting irregularities, including fraud and the audit response

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:

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.

TOTAL SWIMMING ACADEMIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOTAL SWIMMING ACADEMIES 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
TOTAL SWIMMING ACADEMIES 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
2,923
2,118
Cost of sales
(1,615)
(1,083)
Gross profit
1,308
1,035
Administrative expenses
(910)
(963)
Exceptional item
4
-
0
(16)
Operating profit
5
398
56
Interest payable and similar expenses
8
-
0
(26)
Profit before taxation
398
30
Tax on profit
9
(24)
(1)
Profit for the financial year
374
29

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

TOTAL SWIMMING ACADEMIES LIMITED
BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 8 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Intangible assets
10
-
0
6
Tangible assets
11
-
0
4
-
0
10
Current assets
Stocks
12
-
8
Debtors
13
637
224
Cash at bank and in hand
41
173
678
405
Creditors: amounts falling due within one year
14
(426)
(537)
Net current assets/(liabilities)
252
(132)
Net assets/(liabilities)
252
(122)
Capital and reserves
Called up share capital
17
-
0
-
0
Profit and loss reserves
252
(122)
Total equity
252
(122)
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 B Parry
Director
Company registration number 08334762 (England and Wales)
TOTAL SWIMMING ACADEMIES 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
(151)
(151)
Period ended 31 January 2023:
Profit and total comprehensive income
-
29
29
Balance at 31 January 2023
-
0
(122)
(122)
Year ended 31 January 2024:
Profit and total comprehensive income
-
374
374
Balance at 31 January 2024
-
0
252
252
TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
1
Accounting policies
Company information

Total Swimming Academies 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 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:

 

 

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, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR or at www.jdplc.com.

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.

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.

 

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

TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 11 -
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.

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
20% per annum 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.

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
20% per annum straight line
Computers
33% per annum reducing balance
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.

1.8
Stocks

Stocks are valued 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.

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.

TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 12 -
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.

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.

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.

TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 13 -
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
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.

1.14
Retirement benefits

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

1.15
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.

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 item
2024
2023
£'000
£'000
Expenditure
Business restructuring
-
16
TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 14 -
5
Operating profit
2024
2023
Operating 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
8
9
Depreciation of owned tangible fixed assets
2
4
Amortisation of intangible assets
1
3
6
Employees

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

2024
2023
Number
Number
41
37

Their aggregate remuneration comprised:

2024
2023
£'000
£'000
Wages and salaries
501
494
Social security costs
36
41
Pension costs
29
35
566
570
7
Directors' remuneration

No remuneration was paid to the directors in the current or previous period, with costs being borne by other group companies.

8
Interest payable and similar expenses
2024
2023
£'000
£'000
Bank interest
-
0
26
9
Taxation
2024
2023
£'000
£'000
Deferred tax
Origination and reversal of timing differences
24
8
Adjustments to prior periods
-
0
(7)
Total deferred tax
24
1
TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
9
Taxation
(Continued)
- 15 -

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

2024
2023
£'000
£'000
Profit before taxation
398
30
Expected tax charge based on the standard rate of corporation tax in the UK of 24.00% (2023: 19.00%)
96
6
Group relief
(72)
-
0
Adjustments to prior periods
-
0
(7)
Other
-
0
2
Taxation charge for the year
24
1
10
Intangible fixed assets
Website
£'000
Cost
At 1 February 2023
6
Group transfers
(6)
At 31 January 2024
-
0
Amortisation and impairment
At 1 February 2023
-
0
Amortisation charged for the year
1
Group transfers
(1)
At 31 January 2024
-
0
Carrying amount
At 31 January 2024
-
0
At 31 January 2023
6
TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 16 -
11
Tangible fixed assets
Plant and equipment
Computers
Total
£'000
£'000
£'000
Cost
At 1 February 2023
11
11
22
Additions
4
1
5
Group transfers
(15)
(12)
(27)
At 31 January 2024
-
0
-
0
-
0
Depreciation and impairment
At 1 February 2023
8
10
18
Depreciation charged in the year
2
-
0
2
Eliminated in respect of group transfers
(10)
(10)
(20)
At 31 January 2024
-
0
-
0
-
0
Carrying amount
At 31 January 2024
-
0
-
0
-
0
At 31 January 2023
3
1
4
12
Stocks
2024
2023
£'000
£'000
Finished goods and goods for resale
-
0
8
13
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Trade debtors
9
8
Corporation tax recoverable
-
0
14
Amounts owed by group undertakings
628
7
Other debtors
-
0
6
Prepayments and accrued income
-
0
67
637
102
Deferred tax asset (note 15)
-
0
24
637
126
TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
13
Debtors
(Continued)
- 17 -
2024
2023
Amounts falling due after more than one year:
£'000
£'000
Prepayments and accrued income
-
0
98
Total debtors
637
224

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

14
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Trade creditors
273
31
Amounts owed to group undertakings
3
165
Taxation and social security
150
107
Accruals and deferred income
-
0
234
426
537

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

15
Deferred taxation

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

Assets
Assets
2024
2023
Balances:
£'000
£'000
Tax losses
-
24
2024
Movements in the year:
£'000
Asset at 1 February 2023
(24)
Charge to profit or loss
24
Liability at 31 January 2024
-
TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 18 -
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
29
35

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.

17
Share capital
2024
2023
2024
2023
Number
Number
£'000
£'000
Ordinary shares of £1 each
1
1
-
-
18
Disposal of a business

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

 

£'000
Website
4
Property, plant and equipment
7
Other debtors
150
Stock
15
Other creditors
166
10
Gain on disposal
-
Total consideration
10
Satisfied by:
£'000
Intercompany loan
10
19
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 Total Swimming Academies 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).

TOTAL SWIMMING ACADEMIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 19 -
20
Operating lease commitments

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
187,000
Between two and five years
-
0
187,000
-
0
374,000

At the year end, operating leases were novated to a fellow group company, along with the hive of trade and assets.

21
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.

22
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 21.

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