Company registration number 05529904 (England and Wales)
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
COMPANY INFORMATION
Directors
A R Turner
E O'Rourke
(Appointed 1 February 2025)
Company number
05529904
Registered office
60 Chorley New Road
Bolton
BL1 4DA
Auditor
Hart Shaw LLP
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING 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 the design, construction and maintenance of leisure facilities.

Results and dividends

The results for the year are set out on page 8.

 

The Directors do not recommend the payment of a dividend (2023: £nil).

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
(Resigned 16 October 2024)
P J G Fox
(Resigned 29 November 2023)
N J Greenhalgh
(Resigned 3 October 2023)
S B Parry
(Resigned 16 October 2024)
A W Peacock
(Resigned 16 October 2024)
R Schultz
(Appointed 28 August 2023 and resigned 16 October 2024)
A R Turner
D J Platt
(Appointed 4 October 2023 and resigned 17 October 2024)
S Rowe
(Appointed 29 November 2023 and resigned 16 October 2024)
E O'Rourke
(Appointed 1 February 2025)
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, the Total Swimming Holdings Ltd group was sold by its parent company JD Sports Fashion Plc to We Are Swim Holdings Ltd (WASH). On the same day the entire share capital of Total Swimming Ltd was purchased by A Turner, a director of the company.

 

See note 18 for more details.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
Going concern

As detailed above and in note 18, the company is no longer part of the JD Sports Fashion plc group, nor is it part of the Total Swimming Holdings Ltd group. As a result of this, the company no longer has access to a £25m loan facility and has a reduced facility of c£90,000, which is fully utilised.

 

When assessing the company's ability to continue as a going concern, the director has considered the ;

 

Considering the above, the directors believes that the company will continue to trade for the foreseeable future.

 

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.

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
A R Turner
Director
11 February 2025
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -

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.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RAPT LEISURE DEVELOPMENTS LTD
- 4 -

Qualified opinion

We have audited the financial statements of Rapt Leisure Developments 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:

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.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAPT LEISURE DEVELOPMENTS LTD
- 5 -

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

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.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAPT LEISURE DEVELOPMENTS LTD
- 6 -
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.

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:

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAPT LEISURE DEVELOPMENTS LTD
- 7 -

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.

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
11 February 2025
Chartered Accountants
Statutory Auditor
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 8 -
Year
Period
ended
ended
31 January
31 January
2024
2023
Notes
£'000
£'000
Turnover
3
3,209
9,297
Cost of sales
(3,158)
(8,928)
Gross profit
51
369
Administrative expenses
(320)
(804)
Other operating income
96
64
Exceptional item
4
-
0
(183)
Operating loss
5
(173)
(554)
Interest receivable and similar income
8
638
-
0
Interest payable and similar expenses
9
(638)
(174)
Loss before taxation
(173)
(728)
Tax on loss
10
-
0
(115)
Loss for the financial year
(173)
(843)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 9 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
11
299
384
Current assets
Debtors
12
10,330
8,565
Cash at bank and in hand
15
459
10,345
9,024
Creditors: amounts falling due within one year
13
(11,581)
(10,172)
Net current liabilities
(1,236)
(1,148)
Total assets less current liabilities
(937)
(764)
Provisions for liabilities
Provisions
14
100
100
(100)
(100)
Net liabilities
(1,037)
(864)
Capital and reserves
Called up share capital
16
-
0
-
0
Share premium account
290
290
Profit and loss reserves
(1,327)
(1,154)
Total equity
(1,037)
(864)
The financial statements were approved by the board of directors and authorised for issue on 11 February 2025 and are signed on its behalf by:
A R Turner
Director
Company registration number 05529904 (England and Wales)
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 January 2022
-
0
290
(311)
(21)
Period ended 31 January 2023:
Loss and total comprehensive income
-
-
(843)
(843)
Balance at 31 January 2023
-
0
290
(1,154)
(864)
Year ended 31 January 2024:
Loss and total comprehensive income
-
-
(173)
(173)
Balance at 31 January 2024
-
0
290
(1,327)
(1,037)
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 11 -
1
Accounting policies
Company information

Rapt Leisure Developments Ltd is a private company, limited by shares and incorporated in England and Wales. The registered office is 60 Chorley New Road, Bolton, BL1 4DA.

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 £1,000.

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:

 

 

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.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 12 -
1.3
Going concern

As detailed in note 18, the company is no longer part of the JD Sports Fashion plc group, nor is it part of the Total Swimming Holdings Ltd group. As a result of this, the company no longer has access to a £25m loan facility and has a reduced facility of c£90,000, which is fully utilised.true

 

When assessing the company's ability to continue as a going concern, the director has considered the ;

 

Considering the above, the directors believes that the company will continue to trade for the foreseeable future.

 

Therefore, the financial statements have been prepared on the going concern basis.

1.4
Turnover

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.

 

See note 1.7 for revenue recognition in line with construction contracts.

1.5
Tangible fixed assets

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

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

Leasehold improvements
10.3% p.a. on a straight-line basis
Plant and equipment
18.75%, 25% & 33% p.a. on a straight-line basis

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

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 13 -
1.6
Impairment of fixed assets

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

1.7
Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

 

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

 

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The percentage of completion is determined by a third party quantity surveyor based on work performed to the year end date.

 

For more details, see note 2.

1.8
Cash and cash equivalents

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

1.9
Financial instruments

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

 

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

 

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

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.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 14 -
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.

1.10
Equity instruments

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

1.11
Taxation

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

Current tax

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

Deferred tax

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

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 15 -
1.12
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.

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.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

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.

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.

Construction contracts

Revenue from construction contracts is recognised by reference to the stage of completion which is quantified by a third party quantity surveyor based on work completed to date. Given the level of estimation involved in the costs to complete, actual outcomes could vary significantly from these estimates. Furthermore, had the directors chosen a different judgement for assessing the stage of completion then these outcomes could vary significantly.

 

At the 31 January 2024 the company has in its balance sheet accrued income of £nil (2023: £1,461,000) and accrued costs of £76,000 (2023: £148,000).

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 16 -
3
Turnover and other revenue
2024
2023
£'000
£'000
Turnover analysed by class of business
Construction contracts
2,700
9,038
Consultancy
509
259
3,209
9,297
2024
2023
£'000
£'000
Other revenue
Interest income
638
-
Rental income
96
64
4
Exceptional item
2024
2023
£'000
£'000
Expenditure
Historic PAYE settlement
-
183
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
12
12
Depreciation of owned tangible fixed assets
85
114
Operating lease charges
51
64
6
Employees

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

2024
2023
Number
Number
Total
1
4
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
6
Employees
(Continued)
- 17 -

Their aggregate remuneration comprised:

2024
2023
£'000
£'000
Wages and salaries
80
239
Social security costs
9
28
Pension costs
4
22
93
289
7
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
80
94
Company pension contributions to defined contribution schemes
4
13
84
107

Only one director was remunerated in the period, no remuneration was paid to the other directors in the current or previous period, with costs being borne by other group companies.

8
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Interest receivable from group companies
638
-
0
9
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest on bank overdrafts and loans
-
12
Interest payable to group undertakings
638
161
Interest on finance leases and hire purchase contracts
-
1
638
174
10
Taxation
2024
2023
£'000
£'000
Current tax
Adjustments in respect of prior periods
-
0
(72)
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
10
Taxation
2024
2023
£'000
£'000
(Continued)
- 18 -
Deferred tax
Other adjustments
-
0
187
Total tax charge
-
0
115

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
(173)
(728)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
(33)
(138)
Tax effect of expenses that are not deductible in determining taxable profit
16
41
Adjustments in respect of prior years
-
0
115
UK research and development tax credits and other alloances
-
0
(3)
Movement on unprovided deferred tax assets
17
100
Taxation charge for the year
-
115
11
Tangible fixed assets
Leasehold improvements
Plant and equipment
Total
£'000
£'000
£'000
Cost
At 1 February 2023 and 31 January 2024
819
152
971
Depreciation and impairment
At 1 February 2023
439
148
587
Depreciation charged in the year
84
1
85
At 31 January 2024
523
149
672
Carrying amount
At 31 January 2024
296
3
299
At 31 January 2023
380
4
384
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 19 -
12
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Trade debtors
33
865
Corporation tax recoverable
36
72
Amounts owed by group undertakings
10,110
6,075
Other debtors
12
1
Prepayments and accrued income
54
1,524
10,245
8,537
2024
2023
Amounts falling due after more than one year:
£'000
£'000
Trade debtors
57
-
0
Other debtors
28
28
85
28
Total debtors
10,330
8,565

Amounts owed by group undertakings are unsecured and repayable on demand. £9,957,000 of the balance has interest recharged to cover interest costs incurred by the company in obtaining this finance.

13
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Trade creditors
66
1,495
Amounts owed to group undertakings
11,296
8,066
Taxation and social security
13
374
Other creditors
1
-
0
Accruals and deferred income
205
237
11,581
10,172

Included within amounts due to group undertakings is a £10,456,000 loan due to it's immediate parent company, the loan is unsecured and repayable on demand. Interest is recharged to cover interest costs incurred by the immediate parent company in obtaining this finance. Interest is payable at 2% above base rate on the loan in the parent company. Remaining amounts are unsecured, bear no interest and are repayable on demand.

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 20 -
14
Provisions for liabilities
2024
2023
£'000
£'000
Dilapidation provision
100
100
Movements on provisions:
Dilapidation provision
£'000
At 1 February 2023 and 31 January 2024
100

Dilapidation 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 11) and depreciated over the life of the lease.

 

In order to calculate a provision, a quote have been obtained from a third party provider, 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 quote valued the works at £104,000.

 

Remaining life of the lease is between 2 - 3 years, the provision has not been discounted as the effect of discounting is not material.

15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
4
22

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

16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Ordinary shares of £1 each
111
111
-
-
RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 21 -
17
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
64
65
Between two and five years
119
179
183
244
18
Events after the reporting date

On 16 October 2024, the Total Swimming Holdings Ltd group was sold by its parent company JD Sports Fashion Plc to We Are Swim Holdings Ltd (WASH). On the same day the entire share capital of Total Swimming Ltd was purchased by A Turner, a director of the company.

 

As part of the change in ownership of the company, intercompany loans with the Total Swimming Holdings Ltd group were consolidated, with c£1.1m being waived and an overall loan creditor of c£90,000 outstanding as at 16 October 2024.

 

As part of the restructure, Total Swimming Limited also purchased the shares of The Orange House Company (Northern) Ltd at par value. Following the winding down of trade, the intention is for The Orange House Company (Northern) Ltd to cease trading and then be dissolved.

 

Furthermore, as part of the company leaving the Total Swimming Holdings Ltd group, the company is currently negotiating the novation of it's property lease to Swim Sports Company Ltd, a former group company. The impact of this will be;

19
Related party transactions
Transactions with related parties

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

During the period, the Company recharged expenses amounting to £nil (2023: £12,271) to S.A.D Holdings Limited, a company in which S Parry was the majority shareholder throughout the period. No balance was owed to the Company as at 31 January 2024 (2023: none)..

 

During the period, the Company had turnover amounting to £4,862 (2023: £178,026) from Total Gymnastics Academies Limited, a company in which S.A.D Holdings Limited has a significant influence by way of an effective 45% shareholding. A balance of £65,594 was owed to the Company as at 31 January 2024 (2023: £nil).

RAPT LEISURE DEVELOPMENTS LTD
(FORMERLY TOTAL SWIMMING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 22 -
20
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 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.

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 December 2023. 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 by JD Sports Fashion plc. Total Swimming Ltd was sold to A Turner, a director of the company, who is now the ultimate controlling party.

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