Company registration number 15785689 (England and Wales)
PANDOX UK HOLDCO 3 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PANDOX UK HOLDCO 3 LIMITED
COMPANY INFORMATION
Directors
J K Andersson
(Appointed 18 June 2024)
A E Lindblom
(Appointed 18 June 2024)
B Williams
(Appointed 18 June 2024)
Wenda Adriaanse
(Appointed 18 June 2024)
Secretary
CSC CLS (UK) Limited
Company number
15785689
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AN
Auditor
HaysMac LLP
10 Queen Street Place
London
United Kingdom
EC4R 1AG
PANDOX UK HOLDCO 3 LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 13
PANDOX UK HOLDCO 3 LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the Period ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of an intermediate holding company.
Pandox UK Holdco 3 Limited was incorporated on 18th June 2024 under the Companies Act 2006 as a private limited company.
Results and dividends
The results for the Period are set out on page 6.
The Company generated a pre-tax loss of £29,412. Net assets stood at £16,943,728 at the end of the financial year.
During the financial period no interim dividend was paid.
Directors
The directors who served during the period and subsequently to the date of this report are shown on the company information page.
J K Andersson
(Appointed 18 June 2024)
A E Lindblom
(Appointed 18 June 2024)
B Williams
(Appointed 18 June 2024)
Wenda Adriaanse
(Appointed 18 June 2024)
Auditor
HaysMac LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
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;
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 of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
PANDOX UK HOLDCO 3 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Going Concern
The company is wholly reliant, for the foreseeable future, on the continued financial support from its ultimate parent company, Pandox AB, in order to meet its obligations as and when they fall due for the foreseeable future.
Management have reforecasted the expected financial performance and cash flows for the period up to 30 June 2026 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors.
Whilst the letter of support is not legally binding the Board of Directors believe that the company will be provided financial support from Pandox AB in order for the company to meet its obligations as and when they fall due until at least 31 December 2026. The Directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the support detailed in the letter.
Therefore on the basis of the above, the Directors have approved the financial statements utilising the going concern basis of preparation.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
B Williams
Director
22 May 2025
PANDOX UK HOLDCO 3 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PANDOX UK HOLDCO 3 LIMITED
- 3 -
Opinion
We have audited the financial statements of Pandox UK Holdco 3 Limited (the 'company') for the Period ended 31 December 2024 which comprise the profit and loss account, 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 December 2024 and of its loss for the Period 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.
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.
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 directors' report for the financial Period 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.
PANDOX UK HOLDCO 3 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PANDOX UK HOLDCO 3 LIMITED (CONTINUED)
- 4 -
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 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 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we considered those laws and regulations that have a direct impact on the preparation of the financial statements.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risk was management bias in accounting estimates. Audit procedures performed by the engagement team included:
Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Evaluating management’s controls designed to prevent and detect irregularities;
Identifying and reviewing journals, in particular journal entries which shared key risk characteristics; and
Challenging assumptions and judgements made by management in their critical accounting estimates. This included but was not limited to intercompany debt recoverability.
Because of 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.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
PANDOX UK HOLDCO 3 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PANDOX UK HOLDCO 3 LIMITED (CONTINUED)
- 5 -
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.
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.
Mr Andrew Ball
Senior Statutory Auditor
For and on behalf of HaysMac LLP
22 May 2025
Chartered Accountants
Statutory Auditor
10 Queen Street Place
London
United Kingdom
EC4R 1AG
PANDOX UK HOLDCO 3 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
Period
ended
31 December
2024
Notes
£
Administrative expenses
(29,811)
Interest receivable and similar income
412
Interest payable and similar expenses
(13)
Loss before taxation
(29,412)
Tax on loss
5
Loss for the financial Period
(29,412)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There were no recognised gains and losses for the period ended 31 December 2024 other than those included in the profit and loss account.
The notes on pages 9 to 13 form part of these financial statements.
PANDOX UK HOLDCO 3 LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
Notes
£
£
Fixed assets
Investments
6
16,973,139
Current assets
Debtors
8
1
Cash at bank and in hand
81,588
81,589
Creditors: amounts falling due within one year
9
(111,000)
Net current liabilities
(29,411)
Net assets
16,943,728
Capital and reserves
Called up share capital
10
2
Share premium account
16,973,138
Profit and loss reserves
(29,412)
Total equity
16,943,728
The notes on pages 9 to 13 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 22 May 2025 and are signed on its behalf by:
B Williams
Director
Company registration number 15785689 (England and Wales)
PANDOX UK HOLDCO 3 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Loss and total comprehensive income
-
-
(29,412)
(29,412)
Issue of share capital
10
2
16,973,138
-
16,973,140
Balance at 31 December 2024
2
16,973,138
(29,412)
16,943,728
The notes on pages 9 to 13 form part of these financial statements.
PANDOX UK HOLDCO 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information
Pandox UK Holdco 3 Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AN.
1.1
Reporting period
The first financial period is for 7 months which started from the date of incorporation i.e. 18 June 2024 until 31 December 2024.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
The company is wholly reliant, for the foreseeable future, on the continued financial support from itstrue ultimate parent company, Pandox AB, in order to meet its obligations as and when they fall due for the foreseeable future.
Management have reforecasted the expected financial performance and cash flows for the period up to 30 June 2026 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors.
Whilst the letter of support is not legally binding the Board of Directors believe that the company will be provided financial support from Pandox AB in order for the company to meet its obligations as and when they fall due until at least 31 December 2026. The Directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the support detailed in the letter.
Therefore on the basis of the above, the Directors have approved the financial statements utilising the going concern basis of preparation.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
PANDOX UK HOLDCO 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.6
Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Fair value measurement of financial instruments
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
PANDOX UK HOLDCO 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Valuation of Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
If an impairment loss is identified, this is recognised immediately in the profit and loss account and the value of the investment is reduced accordingly.
3
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
11,000
4
Employees
The average monthly number of persons (including directors) employed by the company during the Period was:
2024
Number
Total
1
5
Taxation
PANDOX UK HOLDCO 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
5
Taxation
(Continued)
- 12 -
The actual charge for the Period can be reconciled to the expected credit for the Period based on the profit or loss and the standard rate of tax as follows:
2024
£
Loss before taxation
(29,412)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(7,353)
Change in unrecognised deferred tax assets
56
Group relief
7,297
Taxation charge for the period
-
6
Fixed asset investments
2024
£
Investment in subsidiaries
16,973,139
Movements in fixed asset investments
Investment in subsidiaries
£
Cost or valuation
At 18 June 2024
-
Additions
16,973,139
At 31 December 2024
16,973,139
Carrying amount
At 31 December 2024
16,973,139
7
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Pandox Edinburgh Castle Limited
1
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
1
1 Bartholomew Lane, London, United Kingdom, EC2N 2AX
PANDOX UK HOLDCO 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
8
Debtors
2024
Amounts falling due within one year:
£
Other debtors
1
9
Creditors: amounts falling due within one year
2024
£
Amounts owed to group undertakings
100,000
Accruals and deferred income
11,000
111,000
Amounts owed to group undertakings are interest free and repayable on demand.
10
Called up share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
2 of £1 each
2
2
11
Controlling party
The immediate parent undertaking is SECH Holding AB, a company registered in Sweden. The largest and smallest group to consolidate the results of this company are the group headed by Pandox AB. The ultimate parent undertaking is Pandox AB, a company registered in Sweden. Financial statements for Pandox AB are available from the following website:
https://www.pandox.se/investor-relations/financial-reports-andpresentations/
There is no individual ultimate controlling party
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