The directors present the strategic report for the year ended 31 January 2025.

FY25 was a strong year of growth for the business, with a number of the previously opened sites maturing. Revenue reported for the year is £14,559,000 (2024: £7,468,000) which represents a 95% increase year on year. This is the first year in which the group has generated a profit, which is as result of the higher revenue and the increased economies of scale of having 12 sites. Profit before tax for the financial year is £758,000 compared to a loss of £1,327,000 in 2024.

On 16 October 2024, We Are Swim Holdings Limited purchased the entire share capital of the parent company, Total Swimming Holdings Limited, as a result the company is no longer owned by JD Sports Gyms Limited. 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 Total Swimming Holdings Limited and Arete Capital Partners.

As part of this change in ownership, 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.

Post year-end, in order to fund the expansion plans, a loan facility of £6m was secured with the Bank. This will be drawdown to fund the build and fit out of new Swim sites. We have a strong pipeline of swim sites across the UK, with several sites expected to open in FY26.

Controls to negate any bad debts have improved with no non-group write offs reported in the current year, compared to £80k in the previous year. This was due to a lost subtenant, of which accrued income from this tenant was written off. Controls have been put in place to avoid a repeat in the future.

The dilapidation provision has been reviewed at year-end and management have made the decision to increase the provision to £811,000. We believe this to be a fair and prudent estimate of the anticipated costs to put leasehold properties back to their original state at the end of the lease. Further details can be found in Judgements and key sources of estimation uncertainty section in note 2.

The following companies within the group - BASS (UK) Limited, Total Swimming Academies Limited and Becky Adlington Training Limited ceased trading during the year. All trade has been moved into the only trading company within the group, being Swim Sports Company Limited. This relates to the provision of swimming lessons at sports facilities, schools and universities.

Any business will involve some risk with many risk factors common to any business regardless of what sector it operates in. However, Directors consider that certain risks and uncertainties are more specific to the Company and the sports and fitness sector in which it operates.

• 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.

Post year-end the company secured a loan facility with the Bank of £6m to support the growth and expansion strategy of the business.

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 have acted in a way which is most likely to promote the success of the Company for the benefit of its members as a whole and having regards for stakeholders interests.

As such, the Directors have considered (amongst other things) the likely consequences of any decision in the long term. The directors give significant consideration via the assessment of various board papers to the likely long term impact to the Company of any decisions made. It is the Directors' ultimate objective to deliver long term sustainable earnings growth.

Furthermore, the Directors have considered:

• the interests of the Company's employees;

• the need to foster the Company's business relationships with suppliers, customers and others;

• the impact of the Company's business relationships with suppliers, customers and others;

• the desirability of the Company maintaining a reputation for high standards of business conduct; and

• the need to act fairly between members of the Company.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2025.

The principal activity of the company continued to be that of the provision of children's swimming lessons.

The results for the year are set out on page 9.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

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

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.

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; and

• 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.

We have audited the financial statements of Swim Sports Company Ltd (the 'company') for the year ended 31 January 2025 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 the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 January 2025 and of its profit 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 opinion

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.

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.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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.

In the 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 strategic report or the directors' report.

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:

• adequate accounting records have not been kept, or 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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.

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 journal entries made throughout the year as well as those made to prepare the financial statements

• Reviewing the underlying rationale behind transactions in order to assess whether they were outside the normal course of business.

• Increased revenue substantive testing across all material income streams.

• Assessing whether management’s judgements and estimates indicated potential bias, particularly those disclosed as key in note 2 to the financial statements that are more susceptible to management bias.

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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

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

Swim Sports Company Ltd is a private company, limited by shares and incorporated in England and Wales. The registered office is 4th Floor 5b The Parklands, Lostock, Bolton, BL6 4SD.

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 We Are Swim Holdings Limited. These consolidated financial statements are available from its registered office, 4th Floor 5b The Parklands, Middlebrook, Bolton, United Kingdom, BL6 4SD.

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. In making this assessment the directors have considered, amongst other things, the recent and projected trading performance and the changes in the group's credit facilities after the year-end. In recent years the company has made a trading loss and at the year end the company is in a net liabilities position, albeit, the company has a made a trading profit for the first time this financial year. true

Post year-end the company secured a loan facility with the Bank of £6m to support the growth and expansion strategy of the business.

The directors believe the company is a going concern, based on post year-end trading results as the company is cash generative and has a strong EBITDA. The directors are confident that the business will continue to be profitable for the foreseeable future, considering the strong pipeline of sites planned to be opened in FY26/27, each of which is expected to add to the profitability of the group by the end of FY26/27.

Another key consideration is the success of the provision of swimming lessons in sports facilities, schools and universities has been a strong growth area for the business and has contributed well this financial year.

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

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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:

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.

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

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Cash-generating units are considered to be each site offering swimming activities.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

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.

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, 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.

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.

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.

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, 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.

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

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.

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

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The directors assess each cash generating unit (CGU), namely each site, to ensure it is generating positive cash flows. Where this is not the case, it considers the recoverability of the fixed assets associated to this site and makes a write down accordingly.

Where sites are within the first year of operations, no write down provision is made as losses are expected during this time frame.

Dilapidations provision relates to the expected costs to put leasehold properties back to their original state, before being used by the company. The provision is capitalised (included within Leasehold improvements, note 12) and depreciated over the life of the lease. The life of the leases vary from 10 - 15 years.

In order to calculate a provision, quotes have been obtained from third party providers, this was considered necessary given the company has never exited a lease and incurred the resulting dilapidations cost and therefore has no historical comparisons. The quotes are for 11 sites which vary from £61,000 to £102,000, dependant upon size and nature of works to be completed.

These values have been inflated using average expected interest rates (around 3%) over the life of the lease to estimate the future cost. The total future costs have then been discounted at 6%, being the incremental cost of borrowing, to bring the future costs to their net present value.

A 1% movement in the discount or interest rate would result in a £62,000 movement on the total provision.

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

As part of the change in ownership in the year loans with both current and former group members were waived.

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

Their aggregate remuneration comprised:

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

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

Included in amounts owed to group undertakings are amounts totalling £nil (2024 - £609,000) that are secured over all assets of the company.

Included in amounts owed to group undertakings are amounts totalling £nil (2024 - £9,957,337) that are unsecured and repayable on demand. These carry interest totalling the amount it cost the group undertaking to obtain the finance, being 2% + base rate.

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

Dilapidations provision relates to the expected costs to put leasehold properties back to their original state, before being used by the company. The provision is capitalised (included within Leasehold improvements, note 12) and depreciated over the life of the lease.

Remaining life of leases are between 2 - 9 years. Estimated future costs have been discounted at a rate of 6%. See the key estimates and judgements section of the accounting policies for further details.

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

The deferred tax asset set out above is expected to reverse within 3 years and relates to the utilisation of tax losses against future expected profits of the same period.

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.

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.

JD Sports Gyms Limited, the former 60% shareholder of the immediate parent company, Total Swimming Holdings Limited, hold a fixed and floating charge over all assets of all group companies, including Swim Sports Company Limited. This is in relation to a loan facility utilised by Total Swimming Holdings Limited, with a year end balance of £2,100,000 (2024 - £10,982,000).

The above facility was settled 4 June 2025, replaced by an alternative rolling credit facility for which a charge across all assets of Swim Sports Company Limited remains.

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:

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

During the year, the Company received recharged expenses amounting to £101,000 (2024: £nil) from S.A.D Holdings Limited, a company in which S Parry was the majority shareholder throughout the year. A balance of £nil (2024: £nil) was owed to the company as at 31 January 2025.

During the year, the Company had received credit notes amounting to £26,000 (2024: invoices of £57,000) with The Orange House Company (Northern) Limited, a 60% owned subsidiary of Total Swimming Group Limited, a fellow group company. A balance of £nil (2024: £59,000) was owed to the company as at 31 January 2025.

During the year, the Company also had purchases amounting to £1,169,000 (2024: £1,558,000) with JD Sports Gyms Limited, a 60% shareholder of Total Swimming Holdings Ltd up to 16 October 2024. The Company also had sales of £38,000 (2024 - had a payment on account of £38,000). At the previous yearend, whilst the company was still a related party, a balance of £465,000 was owed to JD Sports Gyms Limited, all amounts were covered by security in place over all assets of the company.

During the year, the Company had received income amounting to £4,000 (2024: £nil) from Arete Capital Partner LLP, the new indirect 50% shareholder of Total Swimming Holdings Ltd from 16 October 2024 onwards.

The company is a subsidiary undertaking of Total Swimming Holdings Limited, from 16 October 2024 this is a subsidiary of We Are Swim Holdings Limited. We Are Swim Holdings Limited is registered in England. Copies of the consolidated financial statements of We Are Swim Holdings Limited are available to the public and can be obtained from the Company Secretary, 4th Floor, 5b The Parklands, Middlebrook, Bolton, United Kingdom, BL6 4SD. This is both the smallest and largest group for which consolidated financial statements are prepared.