Company registration number 03997854 (England and Wales)
VERDOSO HOLDINGS LIMITED
Financial statements
For the year ended 31 December 2021
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 2021
- 1 -
2021
2020
Notes
€
€
€
€
Non-current assets
Investments
6
99,615,118
87,511,984
Current assets
Trade and other receivables
7
1,077,425
450,334
Cash and cash equivalents
77,411,012
75,947,744
78,488,437
76,398,078
Current liabilities
8
(1,215,686)
(321,706)
Net current assets
77,272,751
76,076,372
Total assets less current liabilities
176,887,869
163,588,356
Non-current liabilities
9
(115,393,642)
(110,844,967)
Net assets
61,494,227
52,743,389
Equity
Called up share capital
10
53,145,252
53,145,252
Retained earnings
8,348,975
(401,863)
Total equity
61,494,227
52,743,389
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 27 October 2022 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 2021
- 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, 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
.
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
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.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
- 3 -
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.
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
, 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
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
1.6
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.
1.7
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.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
- 4 -
1.8
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.
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.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
non-current assets
.
1.10
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
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.
The estimate as to the quantum of impairment on unlisted investments and loans has the most significant effect on amounts recognised in the financial statements
3
Auditor's remuneration
2021
2020
Fees payable to the company's auditor and associates:
€
€
For audit services
Audit of the financial statements of the company
31,639
25,294
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2021
- 5 -
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
5
Investment income
2021
2020
€
€
Investment income includes the following:
Interest on bank deposits
1,511
32,368
Interest receivable from group companies
1,268,260
1,214,138
Interest from investments
1,814,376
3,176,627
Dividends received
281,903
83,997
3,366,050
4,507,130
6
Fixed asset investments
2021
2020
€
€
Investment includes the following:
Investments in subsidiaries
13
13
Listed investments
54,997,787
47,555,613
Unlisted investments
38,380,267
30,826,713
Loans
6,237,051
8,129,645
Other investments
1,000,000
99,615,118
87,511,984
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 2021
6
Fixed asset investments
(Continued)
- 6 -
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 January 2021
13
16,230,428
47,555,613
2,400,000
57,352,366
123,538,420
Additions
-
1,314,724
50,289,605
-
15,844,024
67,448,353
Valuation changes
-
-
2,790,105
-
-
2,790,105
Foreign exchange differences
-
292,594
27,016
-
1,247,274
1,566,884
Disposals
-
-
(45,664,552)
(2,400,000)
(8,859,588)
(56,924,140)
At 31 December 2021
13
17,837,746
54,997,787
-
65,584,076
138,419,622
Impairment
At 1 January 2021
-
8,100,783
-
1,400,000
26,525,653
36,026,436
Impairment losses
-
3,499,912
-
-
678,156
4,178,068
Disposals
-
-
-
(1,400,000)
-
(1,400,000)
At 31 December 2021
-
11,600,695
-
-
27,203,809
38,804,504
Carrying amount
At 31 December 2021
13
6,237,051
54,997,787
-
38,380,267
99,615,118
At 31 December 2020
13
8,129,645
47,555,613
1,000,000
30,826,713
87,511,984
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2021
- 7 -
7
Trade and other receivables
2021
2020
Amounts falling due within one year:
€
€
Corporation tax recoverable
121,535
Other receivables
26,266
Prepayments and accrued income
955,890
424,068
1,077,425
450,334
8
Current liabilities
2021
2020
€
€
Trade payables
106,156
82,790
Foreign tax payable
148,456
159,440
Other payables
903,043
Accruals and deferred income
58,031
79,476
1,215,686
321,706
9
Non-current liabilities
2021
2020
€
€
Amounts due to group undertakings
115,393,642
110,844,967
10
Called up share capital
2021
2020
€
€
Ordinary share capital
Issued and fully paid
33,756,782 Ordinary shares of €1.57 each
53,145,252
53,145,252
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
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 Wendy Patterson and the auditor was WSM Advisors Limited.
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2021
- 8 -
12
Capital commitments
2021
2020
€
€
Amounts contracted for but not provided in the financial statements:
Contracted for but not provided in the financial statements:
Acquisition of fixed asset investments
24,286,511
12,124,361
13
Related party transactions
During the year a total of €18,000
(20
20
:
€22
,000)
was paid to a director in respect of secretarial services provided
of
€
1
4
,000 (20
20
:
€
18
,000)
and reimbursing rental costs
of
€4,000
(20
20
:
€
4,000)
incurred during the year.
14
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.
The smallest and largest undertaking in which the accounts of the company are included in the group consolidated financial statements are those of Verdoso Investments SA.