Company registration number 12969865 (England and Wales)
TOTAL SWIMMING HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
TOTAL SWIMMING HOLDINGS LIMITED
COMPANY INFORMATION
Directors
R Adlington
S B Parry
A Worrall
(Appointed 16 October 2024)
Company number
12969865
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 HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19
TOTAL SWIMMING HOLDINGS LIMITED
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
The Company does not trade and acts as a holding company within the group.
Interest costs of £639k (2023: £285k) was charged during the year on a loan from the parent company, of which £nil (2023: £124k) related to external loan interest. Interest income of £639k (2023: £161k) was received in relation to intercompany interest which was recharged to subsidiaries.
Overall, the Company reported a break even position for the 12 month period ended 31 January 2024 (before exceptional items)(2023: £298k loss for the 13 month period to 31 January 2023).
This years financial statements includes a bad debt provision for £1.09m in relation to an intercompany loan deemed irrecoverable. This relates to the waiver of a loan balance with Total Swimming Limited, as detailed in note 15.
Principal risks and uncertainties
The principal risks and uncertainties of Total Swimming Holdings Limited are tied to its trading subsidiaries in which it holds a direct investment. The risks set out below are specific to these trading subsidiaries.
Any business undertaking 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.
Section 172(1) 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 i 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.
TOTAL SWIMMING HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
Future developments
After the year end, the company sold one of it's subsidiaries, Total Swimming Limited, in order to focus on it's core activities of providing children's swimming lessons. See note 15 for more details.
The group is focussing on developing it's existing sites and brands.
S B Parry
Director
31 January 2025
TOTAL SWIMMING HOLDINGS LIMITED
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 a holding company
Results and dividends
The results for the year are set out on page 9.
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)
S B Parry
A W Peacock
(Resigned 16 October 2024)
D J Platt
(Appointed 21 November 2023 and resigned 16 October 2024)
S Rowe
(Appointed 29 November 2023 and resigned 16 October 2024)
R Schultz
(Appointed 28 August 2023 and resigned 16 October 2024)
A Worrall
(Appointed 16 October 2024)
Post reporting date events
In October 2025, the Total Swimming Holdings Ltd group was sold by its parent JD Sports Fashion Plc to We Are Swim Holdings Ltd (WASH). As a result of this, a number of restructures took place within the group which are detailed in note 15.
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:
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.
TOTAL SWIMMING HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
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 B Parry
Director
31 January 2025
TOTAL SWIMMING HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOTAL SWIMMING HOLDINGS LIMITED
- 5 -
Qualified opinion on financial statements
We have audited the financial statements of Total Swimming Holdings 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:
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 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.
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.
TOTAL SWIMMING HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOTAL SWIMMING HOLDINGS LIMITED
- 6 -
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.
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 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.
TOTAL SWIMMING HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOTAL SWIMMING HOLDINGS LIMITED
- 7 -
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:
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.
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.
TOTAL SWIMMING HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOTAL SWIMMING HOLDINGS LIMITED
- 8 -
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
TOTAL SWIMMING HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 9 -
Year
Period
ended
ended
31 January
31 January
2024
2023
Notes
£'000
£'000
Turnover
-
-
Administrative expenses
(174)
Exceptional item
3
(1,091)
Operating loss
4
(1,091)
(174)
Interest receivable and similar income
7
639
161
Interest payable and similar expenses
8
(639)
(285)
Loss before taxation
(1,091)
(298)
Tax on loss
9
Loss for the financial year
(1,091)
(298)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
TOTAL SWIMMING HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2024
31 January 2024
- 10 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
10
210
211
Current assets
Debtors
12
9,366
6,618
Creditors: amounts falling due within one year
13
(11,058)
(7,220)
Net current liabilities
(1,692)
(602)
Net liabilities
(1,482)
(391)
Capital and reserves
Called up share capital
14
1
1
Profit and loss reserves
(1,483)
(392)
Total equity
(1,482)
(391)
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 12969865 (England and Wales)
TOTAL SWIMMING HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 11 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 January 2022
1
(94)
(93)
Period ended 28 January 2023:
Loss and total comprehensive income
-
(298)
(298)
Balance at 28 January 2023
1
(392)
(391)
Year ended 31 January 2024:
Loss and total comprehensive income
-
(1,091)
(1,091)
Balance at 31 January 2024
1
(1,483)
(1,482)
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 12 -
1
Accounting policies
Company information
Total Swimming Holdings 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.
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, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR or at www.jdplc.com.
1.3
Going concern
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue as a non-trading holding company for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.true
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 13 -
1.5
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.
1.6
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.
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.
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.
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 14 -
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.
1.7
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.
1.8
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.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
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.
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
Exceptional item
2024
2023
£'000
£'000
Expenditure
Intercompany bad debt provision
1,091
-
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
3
Exceptional item
(Continued)
- 15 -
The bad debt provision relates to the amount the company waived as part of its disposal of Total Swimming Limited.
4
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
Auditor's fees were borne by other group companies.
5
Employees
2024
2023
Number
Number
Total
There were no staff costs for the current and comparative period.
6
Directors' remuneration
The Directors received no renumeration from the Company during the current or prior period; these fees being borne by other group companies. No remuneration was given in respect of acting as a Director of this entity as it is incidental to their overall responsibility to the group.
7
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Interest receivable from group companies
639
161
8
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest payable to group undertakings
639
161
Other interest on financial liabilities
124
639
285
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 16 -
9
Taxation
The actual charge 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
(1,091)
(298)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
(207)
(57)
Tax effect of expenses that are not deductible in determining taxable profit
207
33
Movement on unprovided deferred tax assets
24
Taxation charge for the year
-
-
10
Fixed asset investments
2024
2023
Notes
£'000
£'000
Investments in subsidiaries
11
210
211
Movements in fixed asset investments
Shares in subsidiaries
£'000
Cost or valuation
At 29 January 2023
211
Disposals
(1)
At 31 January 2024
210
Carrying amount
At 31 January 2024
210
At 28 January 2023
211
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 17 -
11
Subsidiaries
Details of the company's subsidiaries at 31 January 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Swim Sports Company Limited
1
Ordinary
100.00
-
Total Swimming Academies Limited
1
Ordinary
100.00
-
BASS (UK) Limited
1
Ordinary
100.00
-
Becky Adlington Traning Limited
1
Ordinary
100.00
-
Total Swimming Limited
3
Ordinary
100.00
-
The Orange House Company (Northern) Ltd
2
Ordinary
-
100.00
Registered office addresses (all UK unless otherwise indicated):
1
4th Floor 5b The Parklands, Lostock, Bolton, BL6 4SD
2
1 Harbour House, Harbour Way, Shoreham By Sea, West Sussex, BN43 5HZ
3
60 Chorley New Road, Bolton, BL1 4 DA
12
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
9,366
6,618
Amounts owed by group undertakings are unsecured and repayable on demand.
Interest is charged to cover interest costs incurred by the company in obtaining finance to distribute to fellow group companies.
13
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Amounts owed to group undertakings
11,058
7,220
Included within amounts due to group undertakings is a £10,892,000 (2023: £7,054,000) loan due to its immediate parent company, JD Sports Gyms Limited, The loan is secured by a floating charge over all assets of the company. Interest is payable at 2% above base rate and the balance is repayable on demand.
Remaining loans are unsecured, bear no interest and are repayable on demand,
14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary 'A' of 1p each
798
798
1
1
Ordinary 'B' of 1p each
532
532
-
-
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
14
Share capital
(Continued)
- 18 -
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.
15
Events after the reporting date
On 16 October 2024, We Are Swim Holdings Limited purchased the entire share capital of the company, 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.
As part of this restructure, the company disposed of its subsidiaries Total Swimming Limited and The Orange House (Northern) Company Limited. As part of this disposal, the entity waived loans of £1,091,000.
16
Related party transactions
The company has taken advantage of the exemption, under the terms of the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
JD Sports Gyms Limited owns 60% of the ordinary share capital of the company. Included within amounts due to group undertakings is a £10,892,000 (2023 - £7,054,000) loan due to JD Sports Gyms Limited. Interest is payable at 2% above base rate. A total of £639,000 (2023 - £161,000) interest was paid on this loan during the period.
Champion Strokes Limited was a 18% shareholder before its sale of shares in the prior year. Loan interest of £nil (2023 - £14,000) was paid during the period.
TOTAL SWIMMING HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 19 -
17
Ultimate controlling party
The immediate parent of the Company is JD Sports Gyms Limited. At the balance sheet date the Company was a subsidiary of JD Sports Fashion Plc which is the smallest group in which the Company is a member and for which group financial statements are drawn up. JD Sports Fashion Plc is registered in England. Copies of the consolidated financial statements of JD Sports Fashion Plc are available to the public and can be obtained from the Company Secretary, Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, BL9 8RR or at www.jdplc.com.
At the balance sheet date the ultimate parent undertaking is Pentland Group Holdings Limited (a company registered in Jersey). R S Rubin and his close family are considered the ultimate controlling party by virtue of their control of Pentland Group Holdings Limited.
Consolidated financial statements will be prepared by Pentland Group Holdings Limited, which is the parent undertaking of the largest group of undertakings to consolidate these financial statements for the period ended 3 February 2024. The consolidated financial statements of Pentland Group Holdings Limited can be obtained from the company's registered office at 26 New Street, St Helier, Jersey, JE2 3RA.
In October 2024, Total Swimming Holdings Ltd and all subsidiaries were sold to We Are Swim Holdings Ltd, as discussed in note 15.
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