Company Registration No. 03997854 (England and Wales)
VERDOSO HOLDINGS LIMITED
Financial statements
For the year ended 31 December 2018
Pages for filing with registrar
VERDOSO HOLDINGS LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
VERDOSO HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
As at 31 December 2018
31 December 2018
- 1 -
2018
2017
Notes
€
€
€
€
Non-current assets
Investments
3
100,036,899
54,632,314
Current assets
Trade and other receivables
4
3,509,276
2,332,295
Cash and cash equivalents
84,539,513
68,760,394
88,048,789
71,092,689
Current liabilities
5
(127,905)
(430,808)
Net current assets
87,920,884
70,661,881
Total assets less current liabilities
187,957,783
125,294,195
Non-current liabilities
6
(108,697,070)
(39,166,676)
Net assets
79,260,713
86,127,519
Equity
Called up share capital
7
53,145,252
53,145,252
Retained earnings
26,115,461
32,982,267
Total equity
79,260,713
86,127,519
The directors of the company have elected not to include a copy of the income statement within the financial statements.
true
These financial statements have been prepared and delivered 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 10 February 2020 and are signed on its behalf by:
F Ullmann-Hamon
Director
Company Registration No. 03997854
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2018
- 2 -
1
Accounting policies
Company information
Verdoso Holdings Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Connect House
,
133-137 Alexandra Road
,
Wimbledon
,
London
,
SW19 7JY
.
1.1
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
Euros
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest €.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section
399
of the
Companies Act 2006 not to prepare consolidated accounts
, on the basis that the group of which this is the parent qualifies as a small group
. The financial statements present information about the company as an individual entity and not about its group
.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Non-current 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.
Listed investments held are initially measured at purchase cost and subsequently measured at fair value at year end. Any movement in fair value are
included directly in the income statement
.
1.4
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.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2018
1
Accounting policies
(Continued)
- 3 -
Basic financial assets
Basic financial assets, which include trade and other receivables 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.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Basic financial liabilities
Basic financial liabilities, including trade and other payables and loans from
fellow group companies , 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
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
1.6
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2018
1
Accounting policies
(Continued)
- 4 -
Deferred tax
The tax charge is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
Deferred taxation is provided under the liability method in respect of all material timing differences between profits as computed for taxation purposes and the profits as stated in the financial statements.
The company is subject to Swiss tax jurisdiction and is liable to pay tax in that country.
1.8
Foreign exchange
Monetary assets and liabilities in foreign currencies are translated into Euros at the rates of exchange ruling at the balance sheet date. Non monetary balances are translated at the rate ruling when they are brought into the accounts and are then carried in local currency. Transactions in foreign currencies are translated into Euros at the rate of exchange at the date of transaction. Exchange differences are taken into account in arriving at the operating profit.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 2 (2017 - 2
).
3
Fixed asset investments
2018
2017
€
€
Listed investments
72,253,453
35,517,911
Unlisted investments
20,973,089
14,493,316
Loans
5,610,357
3,421,087
Other Investments
1,200,000
1,200,000
100,036,899
54,632,314
Financial assets for which fair value cannot be measured reliably
The unlisted investments are stated at cost less impairment because their fair values cannot be reliably measured. The investments are private undertakings and as such there is no open market in which they could be readily bought or sold.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2018
3
Fixed asset investments
(Continued)
- 5 -
Movements in non-current investments
Shares in group undertakings
Loans to group undertakings
Listed Investments
Other investments
Unlisted
investments
Total
€
€
€
€
€
€
Cost or valuation
At 1 Jan 2018
13
4,887,267
35,517,898
2,400,000
17,446,860
60,252,038
Additions
-
3,494,347
54,057,816
-
21,687,401
79,239,564
Valuation changes
-
-
(1,120,338)
-
-
(1,120,338)
Foreign exchange differences
-
(366,817)
694,934
-
413,839
741,956
Reclassification
-
-
(5,099,124)
-
5,099,124
-
Disposals
-
-
(11,797,746)
-
(10,421,262)
(22,219,008)
At 31 Dec 2018
13
8,014,797
72,253,440
2,400,000
34,225,962
116,894,212
Impairment
At 1 Jan 2018
-
1,466,180
-
1,200,000
2,953,544
5,619,724
Impairment losses
-
938,260
-
-
10,299,329
11,237,589
At 31 Dec 2018
-
2,404,440
-
1,200,000
13,252,873
16,857,313
Carrying amount
At 31 December 2018
13
5,610,357
72,253,440
1,200,000
20,973,089
100,036,899
At 31 December 2017
13
3,421,087
35,517,898
1,200,000
14,493,316
54,632,314
Reclassifications relates to investments that previously were traded on a listed stock exchange but are no longer listed.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2018
- 6 -
4
Trade and other receivables
2018
2017
Amounts falling due within one year:
€
€
Amounts due from subsidiary undertakings
2,441,321
1,712,062
Other receivables
-
290,967
Prepayments and accrued income
1,067,955
329,266
3,509,276
2,332,295
5
Current liabilities
2018
2017
€
€
Trade payables
5,572
3,857
Foreign tax payable
17,059
224,810
Derivative financial instruments
-
142,166
Accruals and deferred income
105,274
59,975
127,905
430,808
6
Non-current liabilities
2018
2017
€
€
Amounts due to group undertakings
108,697,070
39,166,676
7
Called up share capital
2018
2017
€
€
Ordinary share capital
Issued and fully paid
33,756,782 Ordinary shares of €1.57 each
53,145,252
53,145,252
8
Capital commitments
2018
2017
€
€
Amounts contracted for but not provided in the financial statements:
Contracted for but not provided in the financial statements:
Acquisition of fixed asset investments
16,167,757
11,260,804
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2018
- 7 -
9
Related party transactions
Remuneration of Directors
2018
2017
€
€
Remuneration of directors
300,000
300,000
During the year the parent company provided a new interest free loan to the company for a period more than 1 year. At the year end the company owed its parent a sum of €108,697,070 (2017: €39,166,676). It has been disclosed within non current liabilities. The loan is unsecured and no guarantees have been given. Included within this balance is €300,000
which relates to directors remuneration for the year ended 31st December 2019.
At the year end the loan balance owed by its subsidiary company, Tahmoor Pty, was €11,502,399 before impairment (2017: €7,333,069 ), with the principal included within fixed asset investments and the interest due on the loan within trade and other receivables. Interest accrues at a rate of 18% p.a. and a sum of €1,231,256
(201
7: €892,595
) was recognised in respect of this in the year to 31 December 2018.
At the year end, the company was owed €
nil (2017: €290,965
7) from its director, Mr F Ullmann-Hamon. Interest of 0.75% was charged on the loan provided to the director. Total interest of €898
(2017: €1,231,256
)
was received during the year.
Included within deferred fees in note 5 is €300,000
which relates to directors remuneration for the year ended 31st December 2019.
10
Parent company
The Company is consolidated into the accounts of
Verdoso Investments SA
, which is both the parent entity and the ultimate controlling party. The parent is registered in Luxembourg at 26 rue Glesener, L 1630.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2018
- 8 -
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
2020-02-14
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Andrew Bithray.
The auditor was WSM Advisors Limited.