REGISTERED NUMBER: |
Atlas Saturn Holdco Limited |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 30th September 2023 |
REGISTERED NUMBER: |
Atlas Saturn Holdco Limited |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 30th September 2023 |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Contents of the Financial Statements |
for the year ended 30th September 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Profit and loss account | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
Atlas Saturn Holdco Limited |
Company Information |
for the year ended 30th September 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Regent's Court |
Princess Street |
Hull |
East Yorkshire |
HU2 8BA |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Strategic Report |
for the year ended 30th September 2023 |
The directors present their strategic report for the year ended 30th September 2023. |
REVIEW OF BUSINESS |
As an intermediate holding company the only costs associated to the business are finance costs and other related expenditure. |
Post year-end we have re-financed the business through a sale and leaseback of the land we own and use through our subsidiary business Atlas Leisure Homes Limited. This has significantly improved working capital and provided funds for clearing all secured debt. |
POST BALANCE SHEET EVENTS |
A sale and leaseback of land owned by the subsidiary business Atlas Leisure Homes Limited has been completed on 13th August 2024. Funds from the sale have been used to repay bank loans held by the subsidiary and to provide a significant increase in working capital. Atlas Leisure Homes Limited has also provided funds via an inter-company loan, to enable the intermediate holding company to repay bank loans. |
PRINCIPAL RISKS AND UNCERTAINTIES |
As the company is an intermediate holding company, the key risk facing the company is the performance of its subsidiary company to ensure that the value of its investment is supported. |
KEY PERFORMANCE INDICATORS |
As the company is an intermediate holding company, there are no key performance indicators based on the performance of the company. The key performance indicators of the group are turnover, cost control, cash flow and profitability. |
ON BEHALF OF THE BOARD: |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Report of the Directors |
for the year ended 30th September 2023 |
The directors present their report with the financial statements of the company for the year ended 30th September 2023. |
DIVIDENDS |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1st October 2022 to the date of this report. |
Other changes in directors holding office are as follows: |
POST BALANCE SHEET EVENTS |
The company acts as an intermediate parent company and financing company for the Atlas Leisure Homes group. The company has repaid the loan taken out in the year in the post balance sheet period and is not expected to enter any new financing arrangements in the going concern assessment period to September 2025. |
As such, the company is not expected to have any material transactions following the repayment of the loan. The directors consider the current cash resources of the company sufficient to meet its liabilities as they fall due during this period and therefore continue to adopt the going concern basis of preparation in these financial statements. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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. |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Report of the Directors |
for the year ended 30th September 2023 |
AUDITORS |
The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Atlas Saturn Holdco Limited |
Opinion |
We have audited the financial statements of Atlas Saturn Holdco Limited (the 'company') for the year ended 30th September 2023 which comprise the Profit and loss account, Balance Sheet, 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 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 30th September 2023 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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. |
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 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 the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Atlas Saturn Holdco Limited |
Matters on which we are required to report by exception |
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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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. |
Report of the Independent Auditors to the Members of |
Atlas Saturn Holdco Limited |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; |
- | tested journal entries to identify unusual transactions; |
- | assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
- | investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with relevant regulators and the company's legal advisors. |
Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Atlas Saturn Holdco Limited |
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 a Report of the Auditors 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 |
Statutory Auditor |
Regent's Court |
Princess Street |
Hull |
East Yorkshire |
HU2 8BA |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Profit and loss account |
for the year ended 30th September 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
OPERATING PROFIT |
Income from shares in group undertakings |
131,301 | 137,304 |
Interest payable and similar expenses | 4 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 5 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Balance Sheet |
30th September 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 6 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
8 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 11 |
Share premium | 12 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Statement of Changes in Equity |
for the year ended 30th September 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1st October 2021 |
Changes in equity |
Balance at 30th September 2022 |
Changes in equity |
Balance at 30th September 2023 |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Notes to the Financial Statements |
for the year ended 30th September 2023 |
1. | STATUTORY INFORMATION |
Atlas Saturn Holdco Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102: The Financial Reporting Standard in the UK and Republic of Ireland (FRS 102) Section 1A and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. |
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
Going concern |
The financial statements have been prepared on the going concern basis. In making their assessment, the directors have considered the results for the year and the current financial position of the company, as well as the cash flow forecasts and funding available during the going concern assessment period to September 2025. The Directors have concluded that there are no indications of material uncertainties that may cast doubt on the company's ability to continue to trade as a going concern and therefore continue to adopt the going concern basis of preparation. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions 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 paragraph 3.17(d); |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirement of paragraph 33.7. |
Preparation of consolidated financial statements |
The financial statements contain information about Atlas Saturn Holdco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Atlas Leisure Holdco Limited, Wiltshire Road, Hull, East Yorkshire HU4 6PD. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Notes to the Financial Statements - continued |
for the year ended 30th September 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 30th September 2023 nor for the year ended 30th September 2022. |
The average number of employees during the year was as follows: |
2023 | 2022 |
Directors |
4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank loan interest |
5. | TAXATION |
Analysis of the tax credit |
The tax credit on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
Group relief | (37,033 | ) | (7,959 | ) |
Tax on loss | ( |
) | ( |
) |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Notes to the Financial Statements - continued |
for the year ended 30th September 2023 |
5. | TAXATION - continued |
Reconciliation of total tax credit 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: |
2023 | 2022 |
£ | £ |
Loss before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
( |
) |
Effects of: |
Income not taxable for tax purposes | ( |
) | ( |
) |
Changes in tax rate | 5,050 | 21,153 |
Total tax credit | (37,033 | ) | (7,959 | ) |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakin |
£ |
COST |
At 1st October 2022 |
and 30th September 2023 |
NET BOOK VALUE |
At 30th September 2023 |
At 30th September 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Wiltshire Road, Hull, HU4 6PD. |
Nature of business: |
% |
Class of shares: | holding |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans and overdrafts (see note 9) |
Amounts owed to group undertakings |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Notes to the Financial Statements - continued |
for the year ended 30th September 2023 |
8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans (see note 9) |
9. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
Amounts falling due between one and two years: |
Bank loans - 1-2 years |
Amounts falling due between two and five years: |
Bank loans - 2-5 years |
The company received a £2,500,000 bank loan in March 2023. At 30th September 2023 the amount outstanding on the loan is £2,321,429. The loan is repayable by monthly instalments over a 4 year period with the remaining balance being payable in March 2027. The interest rate on this loan is SONIA plus a margin of 3.1%. |
10. | SECURED DEBTS |
The following secured debts are included within creditors: |
2023 | 2022 |
£ | £ |
Bank loans |
The bank loans are secured by fixed and floating charges over the company's assets. |
11. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | 1 | 150 | 150 |
Atlas Saturn Holdco Limited (Registered number: 11737596) |
Notes to the Financial Statements - continued |
for the year ended 30th September 2023 |
12. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1st October 2022 | 149,850 |
Profit for the year |
At 30th September 2023 | 149,850 |
13. | ULTIMATE PARENT COMPANY |
The company's immediate parent company is Atlas Leisure Holdco Limited, a company registered in England and Wales. Atlas Leisure Holdco Limited is the company's ultimate parent undertaking. Copies of Atlas Leisure Holdco Limited's financial statements can be obtained from Companies House. |
14. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
15. | POST BALANCE SHEET EVENTS |
Since the year end the subsidiary company Atlas Leisure Homes Limited has completed a re-finance of the business through a sale and leaseback of land owned. Atlas Leisure Homes Limited has provided funds via an inter-company loan, to enable the intermediate holding company to repay bank loans see Note 9. |
16. | ULTIMATE CONTROLLING PARTY |
The company is not controlled by any one party. |