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Sandown Holdings Limited
Registered number: 07830946
Annual report and
financial statements
For the year ended 31 December 2020
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SANDOWN HOLDINGS LIMITED
COMPANY INFORMATION
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Chartered Accountants and Statutory Auditor
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SANDOWN HOLDINGS LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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SANDOWN HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
The Directors present their report and the financial statements for the year ended 31 December 2020.
In September 2018 LDC (Managers) Limited invested in the group now headed by Seahawk Bidco Limited to support the continued development and growth of the group as a market leader in energy services. The investment has provided the group with long term capital to further invest in its people, customer facing technology and expand its market reach into new channels such as digital.
Sandown Holdings Limited is a dormant, intermediate parent company. It is a subsidiary of Love Saving Group Limited and the sole shareholder of the trading company, Love Energy Savings.Com Limited. Sandown Holdings Limited was dormant for the year ended 31 December 2020.
Principal risks and uncertainties
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As a dormant holding company, the entity is subject to limited risk and uncertainty. The directors are satisfied that the performance of the company's subsidiary supports the value of the investment recorded on the balance sheet.
Financial key performance indicators
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The entity is dormant and consequently KPIs are not relevant to monitor the performance of the entity.
Covid-19
The directors continue to monitor the impact of COVID19 on the business and its key risks and business performance metrics. At present the directors are not aware of any material impact on the performance of the business due to COVID19, however they continue to monitor business performance and the potential risks COVID19 and impact on the business on an ongoing basis.
This report was approved by the board on 6 July 2021 and signed on its behalf.
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SANDOWN HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
The directors present their report and the financial statements for the year ended 31 December 2020.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 to 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.
The directors who served during the year were:
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
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SANDOWN HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
The auditor, Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 6 July 2021 and signed on its behalf.
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SANDOWN HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SANDOWN HOLDINGS LIMITED
Opinion
We have audited the financial statements of Sandown Holdings Limited (the ‘Company’) for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 December 2020 and of its result 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 relation 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
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SANDOWN HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SANDOWN HOLDINGS LIMITED
In connection with our audit of the financial statements, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 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
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 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.
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SANDOWN HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SANDOWN HOLDINGS LIMITED
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement set out on page 2, 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 either the directors intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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. Based on our understanding of the company and its industry, we identified that the principal risks of non-compliance with laws and regulations related to the UK tax legislation, pensions legislation, employment regulation and health and safety regulation, anti-bribery, corruption and fraud, money laundering, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006.
We evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:
∙discussing with the directors and management their policies and procedures regarding compliance with laws and regulations;
∙communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
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SANDOWN HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SANDOWN HOLDINGS LIMITED
Our audit procedures in relation to fraud included but were not limited to:
∙making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙discussing amongst the engagement team the risks of fraud; and
∙addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Neil Barton (Senior statutory auditor)
for and on behalf of
Mazars LLP
Chartered Accountants and Statutory Auditor and
One St Peter's Square
Manchester
M2 3DE
7 July 2021
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SANDOWN HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
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The notes on pages 11 to 14 form part of these financial statements.
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SANDOWN HOLDINGS LIMITED
REGISTERED NUMBER: 07830946
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
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Debtors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 July 2021.
The notes on pages 11 to 14 form part of these financial statements.
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SANDOWN HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
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The notes on pages 11 to 14 form part of these financial statements.
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SANDOWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
Sandown Holdings Limited (the 'Company'), company number 07830946 is a private company, limited by shares, incoporated in the United Kingdom and registered in England. The Company's registered number is 07830946. The address of its registered office and principal place of business is:
Unit 2 Springfield Court
Summerfield Road
Bolton
BL3 2NT
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Seahawk Bidco Limited as at 31 December 2020 and these financial statements may be obtained from Unit 2 Springfield Court, Summerfield Road, Bolton, BL3 2NT.
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SANDOWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2.Accounting policies (continued)
These financial statements have been prepared on a going concern basis. The directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
Accordingly the directors have a reasonable expectation that the Company will continue in operational existence and thus they adopt the going concern basis of accounting in preparing the financial statements.
The directors confirm that they have carried out an assessment of the potential impact of the COVID-19 Virus pandemic on the business, including the impact of mitigation measures and uncertainties. They do not expect that the COVID-19 pandemic will affect the ability to continue as a going concern.
Investments in subsidiaries are measured at cost less accumulated impairment.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.
Financial assets are measured at cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss would be recognised in the Statement of Comprehensive Income.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets an liabilities at the balance sheet date and the amounts reported for reserves and expenses during the year. However, the nature of the estimation means that the actual outcomes could differ from the estimates. The directors do not believe that there are any such significant judgements within these financial statements.
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The audit fees are borne by the Company's subsidiary Love Energy Savings.com Limited, as Sandown Holdings is a dormant company.
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The Company has no employees other than the directors, who did not receive any remuneration (2019 - £NIL)
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SANDOWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Love Energy Savings.com Limited
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Unit 2 Springfield Court, Summerfield Road, Bolton, BL3 2NT
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Amounts owed by group undertakings
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are non-interest bearing, repayable on demand and unsecured.
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SANDOWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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Allotted, called up and fully paid
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12,516 (2019 - 12,516) A Ordinary shares of £1.000000 each
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1,492 (2019 - 1,492) B Ordinary shares of £1.000000 each
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1,481,000 C Ordinary shares of £0.000001 each
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All Ordinary shares rank pari passu. Each class of share entitles the holder to receive dividends and vote.
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The Company's immediate parent undertaking and immediate controlling party is Love Saving Group Limited, a Company registered in England and Wales. The Company's ultimate parent is Seahawk Bidco Limited and the consolidated accounts may be obtained from The Registrar of Companies, Crown Way, Cardiff, CF14 3UZ, this is the smallest and largest group into which the Company is consolidated.
The Company has no ultimate controlling party with majority voting control.
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Related party transactions
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Sandown Holdings Limited is a wholly owned subsidiary of Seahawk Bidco Limited, and also owns 100% of the share capital of Love Energy Savings.com Limited.
The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with members of the group headed by Seahawk Bidco Limited on the grounds that 100% of the voting rights in the Company are controlled within that group and the Company's results are included in consolidated financial statements.
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