REGISTERED NUMBER: |
Directors' Report and |
Financial Statements for the Year Ended 31 December 2021 |
for |
Sealex Limited |
REGISTERED NUMBER: |
Directors' Report and |
Financial Statements for the Year Ended 31 December 2021 |
for |
Sealex Limited |
Sealex Limited (Registered number: 01657257) |
Contents of the Financial Statements |
for the Year Ended 31 December 2021 |
Page |
Company Information | 1 |
Directors' Report | 2 |
Independent Auditors' Report | 3 |
Statement of Comprehensive Income | 6 |
Statement of Financial Position | 7 |
Statement of Changes in Equity | 8 |
Notes to the Financial Statements | 9 |
Sealex Limited |
Company Information |
for the Year Ended 31 December 2021 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
INDEPENDENT AUDITORS: |
Chartered Accountants and |
Statutory Auditor |
25 Hosier Lane |
London |
EC1A 9LQ |
BANKERS: |
100 Whitby Road |
Ellesmere Port |
Wirral |
Cheshire |
CH65 0AD |
Sealex Limited (Registered number: 01657257) |
Directors' Report |
for the Year Ended 31 December 2021 |
The directors present their report with the financial statements of the company for the year ended 31 December 2021. |
PRINCIPAL ACTIVITY |
The activity of the company consists in receiving and paying interest on loans. Covid-19 and Brexit have had no impact on the entity. The directors are aware of the Ukrainian-Russian conflict, and this has had no impact on the company. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report. |
POLITICAL DONATION |
No political donations were made in the current and previous periods. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing 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 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; |
- | 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Constantin, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Independent Auditors' Report to the Members of |
Sealex Limited |
Report on the audit of the financial statements |
Opinion |
In our opinion the financial statements of Sealex Limited (the 'company'): |
- give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its profit for the year then ended; |
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and |
- have been prepared in accordance with the requirements of the Companies Act 2006. |
We have audited the financial statements which comprise: |
- the statement of comprehensive income; |
- the statement of financial position; |
- the statement of changes in equity; and |
- the related notes 1 to 11 which include the statement of 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). |
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 Financial Reporting Council's (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. |
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 |
Independent Auditors' Report to the Members of |
Sealex Limited |
directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Auditor's responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. |
Extent to which the audit was considered capable of detecting irregularities, including fraud |
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. |
We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities. |
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that: |
- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and |
- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. |
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. |
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business. |
In addition to the above, our procedures to respond to the risks identified included the following: |
- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and |
- reading minutes of meetings of those charged with governance. |
Report on other legal and regulatory requirements |
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- the directors' report has been prepared in accordance with applicable legal requirements. |
Independent Auditors' Report to the Members of |
Sealex Limited |
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 any material misstatements in the directors' report. |
Matters on which we are required to report by exception |
Under the Companies Act 2006 we are required to report in respect of the following matters 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; or |
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report. |
We have nothing to report in respect of these matters. |
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. |
For and on behalf of |
Chartered Accountants and |
Statutory Auditor |
25 Hosier Lane |
London |
EC1A 9LQ |
Sealex Limited (Registered number: 01657257) |
Statement of Comprehensive |
Income |
for the Year Ended 31 December 2021 |
2021 | 2020 |
Notes | £ | £ |
REVENUE |
OPERATING PROFIT | 4 |
Interest receivable and similar income | 5 |
20,211 | 22,605 |
Interest payable and similar expenses | 6 | ( |
) | ( |
) |
PROFIT BEFORE TAXATION |
Tax on profit | 7 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Sealex Limited (Registered number: 01657257) |
Statement of Financial Position |
31 December 2021 |
2021 | 2020 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
( |
) |
( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Sealex Limited (Registered number: 01657257) |
Statement of Changes in Equity |
for the Year Ended 31 December 2021 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2020 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2020 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2021 |
Sealex Limited (Registered number: 01657257) |
Notes to the Financial Statements |
for the Year Ended 31 December 2021 |
1. | STATUTORY INFORMATION |
Sealex Limited is a |
The activity of the company consists in receiving and paying interest on loans. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The directors, having considered the current trading prospects, identifiable risks, working capital requirement and the availability of finance, are of the opinion that the company is a going concern. The directors took into account the impact of the covid-19 crisis, Brexit and the Russian Ukrainian conflict in making their assessment of the going concern. The accounts have been prepared on this basis. |
Functional currency |
The financial statements are prepared in sterling, which is the functional currency of the entity. |
Financial reporting standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". |
- the requirements of Section 7 Statement of Cash Flows. |
- the requirement of Section 33 Related Party Disclosures paragraph 33.7 |
Judgement and key source of estimation |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Critical judgements in applying the Company’s accounting policies |
There are no critical judgements in the current and previous period. |
Sealex Limited (Registered number: 01657257) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2021 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or subsequently enacted by the statement of financial position date. |
Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the statement of financial position date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more. |
Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. |
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the statement of financial position date. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Financial instruments |
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, loans from banks and other third parties and loans to related parties. |
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. 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. |
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. |
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. |
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires. |
3. | EMPLOYEES AND DIRECTORS |
The company has no employees other than the directors, who did not receive any remuneration for services to the company (2020 - £nil). |
Sealex Limited (Registered number: 01657257) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2021 |
4. | OPERATING PROFIT |
The company did not trade in the current or previous year. |
AUDITORS' REMUNERATION |
The audit fee for the year ended 31 December 2021 and year ended 31 December 2020 was borne by another group company £3,500 (2020 - £3,250). |
5. | INTEREST RECEIVABLE AND SIMILAR INCOME |
2021 | 2020 |
£ | £ |
Interest receivable from group companies |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2021 | 2020 |
£ | £ |
Interest payable to group companies |
7. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2021 | 2020 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2020 - |
Effects of: |
Income not taxable for tax purposes | ( |
) | ( |
) |
Effects of group relief | ( |
) | ( |
) |
Total tax charge | - | - |
Factors That May Affect Future Tax Charges |
Finance Act 2020, which was substantively enacted on 11 March 2020, maintained the corporation tax rate at 19% until 31 March 2023. |
Finance Act 2021, which was substantively enacted on 24 May 2021, has enacted an increase in the UK corporation tax main rate to 25% from 1 April 2023. |
As this rate change had been substantively enacted before the balance sheet date, the closing deferred tax assets and liabilities have been calculated at 25%, on the basis that this is the rate at which those assets and liabilities are expected to unwind. |
Sealex Limited (Registered number: 01657257) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2021 |
8. | DEBTORS |
2021 | 2020 |
£ | £ |
Amounts falling due within one year: |
Amounts owed by group undertakings |
Amounts falling due after more than one year: |
Amounts owed by group undertakings |
Aggregate amounts |
Amounts owed by group undertakings are interest bearing at LIBOR plus 1%, unsecured and repayable on demand. Included in above are financial assets held at amortised cost amounting to £2,038,029 (2020 - £2,012,998). |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2021 | 2020 |
£ | £ |
Amounts owed to group undertakings |
Amounts owed to group undertakings are interest bearing at LIBOR plus 1%, unsecured and repayable on demand. Included in above are financial liabilities held at amortised cost amounting to £1,610,439 (2020 - £1,595,478). |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2021 | 2020 |
value: | £ | £ |
Ordinary shares | £1 | 523 | 523 |
All shares rank pari passu, in all respects. |
11. | ULTIMATE CONTROLLING PARTY |
The company's immediate parent undertaking and controlling party is Newseal Finance Limited, a company incorporated in England and Wales. |
The company's ultimate parent undertaking and controlling party is Financiere Atlantis II, which is incorporated in France. |
Financiere Atlantis II is the parent undertaking of the smallest and largest group of undertakings to consolidate these financial statements at 31 December 2021. The consolidated financial statements of Financiere Atlantis II are available from 250 Bis Rue Du Faubourg Saint Honore, 75008, Paris 8, France. |