Company registration number 07070594 (England and Wales)
VERTIGO INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VERTIGO INVESTMENTS LIMITED
COMPANY INFORMATION
Directors
A Jamet
S Roper
T L Francisco
(Appointed 1 January 2024)
J L Gold
(Appointed 1 January 2024)
Secretary
B Curtis
Company number
07070594
Registered office
12 Old Mills Industrial Estate
Paulton
Bristol
BS39 7SU
Auditor
Griffiths Marshall
Beaumont House
172 Southgate Street
Gloucester
GL1 2EZ
VERTIGO INVESTMENTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9 - 10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 36
VERTIGO INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Review of the business

The company is a holding company which is based in Bristol, United Kingdom. The group operates in a range of industries in Spain and Gibraltar, including:

 

Principal risks and uncertainties

The process of risk acceptance and risk management is addressed through a framework of policies, procedures and controls, all of which are subject to board approval and ongoing review by management.

 

The Group's activities are exposed to various financial risks: credit risk, liquidity risk and interest rate risk on cash flows.

The management of the Group's financial risks is centralized in the Financial Department, which has established the mechanisms necessary for check the exposure to the variations in the interest rates, as well as credit and liquidity risks. Below are the main financial risks that impact the Cluster:

Risk of credit

The Group does not have significant concentrations of credit risk. The Group has policies to ensure that wholesale sales of products are made to customers with an adequate credit history.

The valuation correction for customer insolvencies involves high judgment by Management and the review of individual balances based on the credit quality of the customers, current market trends and historical analysis of insolvencies at an aggregate level. In relation to the valuation correction derived from the aggregate analysis of the historical experience of defaults, a reduction in the volume of balances implies a reduction in valuation corrections and vice versa.

Risk of liquidity

The Group carries out prudent liquidity risk management, based on maintaining sufficient cash and marketable securities, the availability of financing through a sufficient amount of committed credit facilities and sufficient capacity to liquidate market positions. Given the dynamic nature of the underlying businesses, the Group's Financial Department aims to maintain flexibility in financing through the availability of contracted lines of credit.

Interest rate risk in cash flows cash

The Group's interest rate risk arises from long-term external resources. External resources issued at variable rates expose the Group to interest rate risk on cash flows. As of December 31, 2022, the Group has not contracted any derivative to cover these risks.

 

Development and performance

The results for the company are set out pages 7 to 36. They show a group profit after taxation of €534,676. The group held reserves of €947,468 as at 31 December 2022.

VERTIGO INVESTMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Key performance indicators

The board monitors the progress of the group by reference to the following KPI's:

 

2022

 

Sales 23,683,866

 

Gross Profit 12,658,233

 

Gross Profit Margin 53.4%

 

Net Profit Margin 13.4%

 

On behalf of the board

S Roper
Director
4 March 2024
VERTIGO INVESTMENTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company continued to be a holding company, with group operations in industrial, nautical, maritime, mobility and real estate sectors.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A Jamet
S Roper
T L Francisco
(Appointed 1 January 2024)
J L Gold
(Appointed 1 January 2024)
Research and development

During fiscal year 2022, the Group has not carried out significant activities in the area of research and development.

Post reporting date events

No significant events have occurred after the year-end date and up to the date of preparation of these consolidated annual accounts.

 

Auditor

Griffiths Marshall were appointed as auditor to the group 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

VERTIGO INVESTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
S Roper
J L Gold
Director
Director
4 March 2024
2024-03-04
VERTIGO INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VERTIGO INVESTMENTS LIMITED
- 5 -
Opinion

We have audited the financial statements of Vertigo Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows 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:

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 group and parent 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 group's and parent 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

VERTIGO INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VERTIGO INVESTMENTS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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:

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 parent 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 parent 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.

We gained an understanding of the legal and regulatory framework applicable to Vertigo Investments Limited and the industry in which it operates and, considered the risk of acts by Management and directors of Vertigo Investments Limited which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the Companies Act 2006 and Employment Law. We made enquiries of the Directors to obtain further understanding of risks of non-compliance.

 

We focused on laws and regulations that could give rise to a material misstatement in the financial statements. Our tests included, but were not limited to:

 

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

 

VERTIGO INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VERTIGO INVESTMENTS LIMITED
- 7 -

 

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.

Other matters which we are required to address

The comparative financial year to 31 December 2021 are unaudited, We refer you to note 1.1 and 1.2 of the accompanying notes.

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.

Stephen Humphries (Senior Statutory Auditor)
For and on behalf of Griffiths Marshall
4 March 2024
Chartered Accountants
Statutory Auditor
Beaumont House
172 Southgate Street
Gloucester
GL1 2EZ
VERTIGO INVESTMENTS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
2022
2021 Unaudited
Notes
Turnover
3
23,683,866
-
Cost of sales
(11,025,633)
-
0
Gross profit
12,658,233
-
Administrative expenses
(9,962,397)
(3,250)
Other operating income
474,582
-
Operating profit/(loss)
4
3,170,418
(3,250)
Share of profits of associates
18,097
-
Interest receivable and similar income
7
4,844
-
0
Interest payable and similar expenses
8
(347,451)
-
0
Amounts written off investments
9
(2,303,114)
310
Profit/(loss) before taxation
542,794
(2,940)
Tax on profit/(loss)
10
(16,238)
-
0
Profit/(loss) for the financial year
526,556
(2,940)
Other comprehensive income
Currency translation gain taken to retained earnings
8,120
-
0
Total comprehensive income for the year
534,676
(2,940)
Profit/(loss) for the financial year is attributable to:
- Owner of the parent company
526,600
(2,940)
- Non-controlling interests
(44)
-
526,556
(2,940)
Total comprehensive income for the year is attributable to:
- Owner of the parent company
534,720
(2,940)
- Non-controlling interests
(44)
-
534,676
(2,940)
VERTIGO INVESTMENTS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 9 -
2022
2021 Unaudited
Notes
Fixed assets
Goodwill
12
6,454,957
-
0
Other intangible assets
12
413,164
-
0
Total intangible assets
6,868,121
-
Tangible assets
13
14,513,807
-
0
Investment property
66,384
-
0
Investments
14
3,215,014
15,301,432
24,663,326
15,301,432
Current assets
Stocks
18
6,675,673
-
Debtors
19
2,770,007
700,114
Investments
20
1,027,455
-
0
Cash at bank and in hand
4,254,761
-
14,727,896
700,114
Creditors: amounts falling due within one year
21
(12,674,433)
(3,250)
Net current assets
2,053,463
696,864
Total assets less current liabilities
26,716,789
15,998,296
Creditors: amounts falling due after more than one year
22
(25,323,230)
(15,990,242)
Provisions for liabilities
Provisions
25
166,606
-
0
Deferred tax liability
26
278,822
-
0
(445,428)
-
Net assets
948,131
8,054
Capital and reserves
Called up share capital
27
100
100
Other reserves
412,814
-
0
Profit and loss reserves
534,554
7,954
Equity attributable to owner of the parent company
947,468
8,054
Non-controlling interests
663
-
948,131
8,054

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

VERTIGO INVESTMENTS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
- 10 -
The financial statements were approved by the board of directors and authorised for issue on 4 March 2024 and are signed on its behalf by:
04 March 2024
S Roper
J L Gold
Director
Director
Company registration number 07070594 (England and Wales)
VERTIGO INVESTMENTS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 11 -
2022
2021 Unaudited
Notes
Fixed assets
Investments
14
13,743,484
15,301,432
Current assets
Debtors
19
-
0
700,114
Creditors: amounts falling due within one year
21
(25,000)
(3,250)
Net current (liabilities)/assets
(25,000)
696,864
Total assets less current liabilities
13,718,484
15,998,296
Creditors: amounts falling due after more than one year
22
(15,990,242)
(15,990,242)
Net (liabilities)/assets
(2,271,758)
8,054
Capital and reserves
Called up share capital
27
100
100
Profit and loss reserves
(2,271,858)
7,954
Total equity
(2,271,758)
8,054

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was €2,279,812 (2021 Unaudited - €2,940 loss).

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 4 March 2024 and are signed on its behalf by:
04 March 2024
S Roper
J L Gold
Director
Director
Company registration number 07070594 (England and Wales)
VERTIGO INVESTMENTS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Other reserves
Merger reserve
Legal reserve
Voluntary reserves
Currency translation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Balance at 1 January 2021
100
-
0
-
0
-
-
-
0
10,894
10,994
-
10,994
Year ended 31 December 2021:
Loss and total comprehensive income
-
-
-
-
-
-
(2,940)
(2,940)
-
(2,940)
Balance at 31 December 2021
100
-
0
-
0
-
-
-
0
7,954
8,054
-
0
8,054
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
-
-
-
8,120
526,600
534,720
(44)
534,676
Acquisition of subsidiary
-
1,484,448
-
2,451
345,341
-
-
1,832,240
707
1,832,947
Merger reserves (note 17)
-
-
(1,420,739)
-
-
-
(6,807)
(1,427,546)
-
(1,427,546)
Other movements
-
(6,807)
-
-
-
-
6,807
-
-
-
Balance at 31 December 2022
100
1,477,641
(1,420,739)
2,451
345,341
8,120
534,554
947,468
663
948,131
VERTIGO INVESTMENTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
Share capital
Profit and loss reserves
Total
Balance at 1 January 2021
100
10,894
10,994
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(2,940)
(2,940)
Balance at 31 December 2021
100
7,954
8,054
Year ended 31 December 2022:
Profit and total comprehensive income
-
(2,279,812)
(2,279,812)
Balance at 31 December 2022
100
(2,271,858)
(2,271,758)
VERTIGO INVESTMENTS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
2022
2021 Unaudited
Notes
Cash flows from operating activities
Cash generated from/(absorbed by) operations
29
1,219,181
-
Interest received
4,844
-
0
Interest paid
(347,451)
-
0
Income taxes paid
(112,513)
-
0
Net cash inflow/(outflow) from operating activities
764,061
-
Investing activities
Purchase of intangible assets
(5,000)
-
Purchase of tangible fixed assets
(1,020,881)
-
Proceeds from disposal of tangible fixed assets
14,175
-
Purchase of subsidiaries, net of cash acquired
48,940
-
Purchase of other financial assets
(5,832)
-
Proceeds from disposal of other financial assets
242,016
-
Net cash used in investing activities
(726,582)
-
Financing activities
Grants, donations and legacies
4,597
-
Advances of borrowings
4,456,489
-
Repayment of borrowings
(2,201,376)
-
Loan advance from related parties
1,948,034
-
Repayment of other debt
(1,618,011)
-
Net cash generated from/(used in) financing activities
2,589,733
-
Net increase in cash and cash equivalents
2,627,212
-
Cash and cash equivalents at beginning of year
1,627,549
-
0
Cash and cash equivalents at end of year
4,254,761
-
0
VERTIGO INVESTMENTS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
2022
2021 Unaudited
Notes
Cash flows from operating activities
Cash absorbed by operations
30
(3,251)
-
Investing activities
Repayment of subsidiary loan
3,251
-
0
Net cash generated from/(used in) investing activities
3,251
-
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 16 -
1
Accounting policies
Company information

Vertigo Investments Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 12 Old Mills Industrial Estate, Paulton, Bristol, BS39 7SU.

 

The group consists of Vertigo Investments Limited and all of its subsidiaries.

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.

The financial statements are prepared euros, 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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

These group and company financial statements for the year ended 31 December 2022 are the first financial statements of Vertigo Investments Limited and the group prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The financial statements for the preceding period were prepared in accordance with previous UK GAAP. The date of transition to FRS 102 was 1 January 2021. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.

The group is required to prepare consolidated financial statements as a result of a restructure to the immediate subsidiary Bevelle Capital SLU. The acquisition date of the companies acquired by Bevelle Capital SLU prior to 31 December 2021, must be understood to refer to 1 January 2022.

 

The consolidation goodwill that arose 1 January 2022 has been tested for impairment, having recognised a loss due to impairment in the amount of 1,599,071 euros in reserves of the Parent Company corresponding to the subsidiary companies. with reduced or inactive activity levels. Likewise, negative consolidation differences amounting to 660,361 euros have been recognized in reserves of the Parent Company.

 

1.2
Prior period

The comparative financial statements contain the profit or loss, balance sheet and cashflow of Vertigo Investments Limited as a standalone company only.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Vertigo Investments Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life of 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
3-6 years straight line
Other intangible assets
5-10 years straight line
Administrative concessions
19 years straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings
10-50 years straight line
Fixtures and fittings
3-10 years straight line
Computers
5-33 years straight line
Other tangible assets
3-10 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
1.11
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
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.

1.15
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 21 -
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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.16
Compound instruments

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.17
Equity instruments

Equity instruments issued by the group 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 group.

1.18
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 profit and loss account 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 23 -
1.19
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.20
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 fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.21
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
3
Turnover and other revenue
2022
2021 Unaudited
Turnover analysed by class of business
Industrial
10,036,037
-
Nautical and maritime
6,863,211
-
Real estate
2,963,524
-
Mobility
2,768,219
-
Other
1,052,875
-
23,683,866
-
2022
2021 Unaudited
Turnover analysed by geographical market
Spain
20,315,551
-
Gibraltar
3,368,315
-
23,683,866
-
2022
2021 Unaudited
Other revenue
Interest income
4,844
-
4
Operating profit/(loss)
2022
2021 Unaudited
Operating profit/(loss) for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
546,883
-
Depreciation of tangible fixed assets held under finance leases
524,878
-
Reversal of past impairment of tangible fixed assets
(4,485,829)
-
0
Loss on disposal of tangible fixed assets
11,962
-
Amortisation of intangible assets
724,262
-
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 25 -
5
Auditor's remuneration
2022
2021 Unaudited
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the group and company
25,000
-
Audit of the financial statements of the company's subsidiaries
37,900
-
62,900
-
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Number
Number
Number
Number
Administrators
3
2
2
2
Management
6
-
-
-
Technicians
23
-
-
-
Administrative
25
-
-
-
Commercial
4
-
-
-
Production Operators
119
-
-
-
Total
180
2
2
2

Their aggregate remuneration comprised:

Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Wages and salaries
6,140,619
-
0
-
0
-
0
Social security costs
1,987,071
-
-
-
8,127,690
-
0
-
0
-
0
7
Interest receivable and similar income
2022
2021 Unaudited
Interest income
Interest on bank deposits
4,844
-
0
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
7
Interest receivable and similar income
(Continued)
- 26 -
2022
2021 Unaudited
Investment income includes the following:
Interest on financial assets measured at amortised cost
4,844
-
8
Interest payable and similar expenses
2022
2021 Unaudited
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
347,451
-
9
Amounts written off investments
2022
2021 Unaudited
Fair value gains/(losses) on financial instruments
Loss on financial assets held at fair value through profit or loss
(301)
-
Exchange gain on financial assets held at fair value through profit or loss
112,487
-
0
112,186
-
Other gains/(losses)
Amounts written off current loans
(631,622)
-
Amounts written off non-current loans
(549,526)
-
Other gains and losses
(1,234,152)
310
(2,303,114)
310
10
Taxation
2022
2021 Unaudited
Deferred tax
Origination and reversal of timing differences
16,238
-
0
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
10
Taxation
(Continued)
- 27 -

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021 Unaudited
Profit/(loss) before taxation
542,794
(2,940)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2021 Unaudited: 19.00%)
135,699
(559)
Permenant differences
26,847
-
0
Tax effect of income not taxable in determining taxable profit
-
0
(59)
Unutilised tax losses carried forward
6,250
618
Deferred tax assets not recognised in prior years
(200,126)
-
0
Deferred tax asset reduction
148,772
-
0
Difference on profits taxed at 0%
(101,204)
-
0
Taxation charge
16,238
-
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2022
2021 Unaudited
Notes
In respect of:
Fixed asset investments
14
1,543,852
(310)
Recognised in:
Amounts written off investments
1,543,852
(310)

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
11
Impairments
(Continued)
- 28 -

Reversals of previous impairment losses have been recognised in profit or loss as follows:

2022
2021 Unaudited
Notes
In respect of:
Property, plant and equipment
13
4,485,829
-
Commercial operations
18
118,715
-
Recognised in:
Administrative expenses
4,604,544
-

The reversals of previous impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

12
Intangible fixed assets
Group
Goodwill
Software
Other intangible assets
Administrative concessions
Total
Cost
At 1 January 2022
7,172,174
28,471
258,932
-
0
7,459,577
Additions - separately acquired
-
0
5,000
-
0
233,684
238,684
Additions - business combinations
-
0
3,162
-
0
-
0
3,162
At 31 December 2022
7,172,174
36,633
258,932
233,684
7,701,423
Amortisation and impairment
At 1 January 2022
-
0
28,099
80,941
-
0
109,040
Amortisation charged for the year
717,217
1,849
5,179
17
724,262
At 31 December 2022
717,217
29,948
86,120
17
833,302
Carrying amount
At 31 December 2022
6,454,957
6,685
172,812
233,667
6,868,121
At 31 December 2021
-
0
-
0
-
0
-
0
-
0
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 29 -
13
Tangible fixed assets
Group
Land and buildings
Assets under construction
Fixtures and fittings
Computers
Other tangible assets
Total
Cost
At 1 January 2022
24,431,354
-
0
888,435
6,608,216
2,182,333
34,110,338
Additions
8,004
185,150
187,822
70,041
556,699
1,007,716
Business combinations
-
0
-
0
-
0
-
0
17,870
17,870
Disposals
-
0
-
0
(6,702)
(15,309)
(70,331)
(92,342)
Transfer from investment property
-
0
-
0
-
0
13,165
-
0
13,165
At 31 December 2022
24,439,358
185,150
1,069,555
6,676,113
2,686,571
35,056,747
Depreciation and impairment
At 1 January 2022
6,147,891
-
0
388,063
3,613,165
708,439
10,857,558
Depreciation charged in the year
260,680
-
0
50,627
487,280
273,174
1,071,761
Impairment losses
13,165,655
-
0
-
0
-
0
-
0
13,165,655
Reversal of past impairment
(4,485,829)
-
0
-
0
-
0
-
0
(4,485,829)
Eliminated in respect of disposals
-
0
-
0
(4,410)
(8,767)
(53,028)
(66,205)
At 31 December 2022
15,088,397
-
0
434,280
4,091,678
928,585
20,542,940
Carrying amount
At 31 December 2022
9,350,961
185,150
635,275
2,584,435
1,757,986
14,513,807
14
Fixed asset investments
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Notes
Investments in subsidiaries
15
304,282
2,029,753
2,029,753
2,029,753
Loans to subsidiaries
15
1,653,717
10,457,852
10,744,602
10,457,852
Investments in associates
16
566,896
1,559,456
325,304
1,559,456
Loans to associates
16
643,825
1,254,371
643,825
1,254,371
Other investments
46,294
-
0
-
0
-
0
3,215,014
15,301,432
13,743,484
15,301,432
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
14
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Group
Shares in subsidiaries and associates
Loans to subsidiaries and associates
Other
Total
Cost or valuation
At 1 January 2022
2,087,233
2,908,087
46,294
5,041,614
Additions
1
-
-
1
Valuation changes
18,097
-
-
18,097
Transfer to subsidiary loan
-
(290,000)
-
(290,000)
Impairment
(294,212)
(320,545)
-
(614,757)
Disposals
(939,941)
-
-
(939,941)
At 31 December 2022
871,178
2,297,542
46,294
3,215,014
Carrying amount
At 31 December 2022
871,178
2,297,542
46,294
3,215,014
At 31 December 2021
3,589,209
11,712,223
-
0
15,301,432
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
Loans to subsidiaries and associates
Total
Cost or valuation
At 1 January 2022
3,589,209
11,712,222
15,301,431
Additions
1
-
1
Impairment
(294,212)
(320,545)
(614,757)
Disposals
(939,941)
(3,250)
(943,191)
At 31 December 2022
2,355,057
11,388,427
13,743,484
Carrying amount
At 31 December 2022
2,355,057
11,388,427
13,743,484
At 31 December 2021
3,589,209
11,712,223
15,301,432
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 31 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Bevelle Capital, S.L.U
Spain
Ordinary
100.00
-
Pelayo Y Baltanas Automoviles, S.A.
Spain
Ordinary
0
100.00
Boat Service Europa Point, S.L.
Spain
Ordinary
0
100.00
Transmaritima De La Bahia, S.L.U
Spain
Ordinary
0
100.00
Montajes Aguilera Gibraltar, Ltd.
Gibraltar
Ordinary
0
100.00
Eureka Tech, S.L.U.
Spain
Ordinary
0
100.00
Surmeyca, S.L.U.
Spain
Ordinary
0
100.00
Surmeyca Atlas, S.L.U.
Spain
Ordinary
0
100.00
Alcaidesa Servicios, S.A.U.
Spain
Ordinary
0
100.00
Gestion De Varaderos Del Sur, S.L.
Spain
Ordinary
0
99.78
Integral Vessel Painting Services, S.L.
Spain
Ordinary
0
99.97
Bevelle Nautica, S.L.
Spain
Ordinary
0
100.00
Sunseeker Andalucia, S.L.U.
Spain
Ordinary
0
100.00
Sunseeker Boats Gibraltar, Ltd.
Gibraltar
Ordinary
0
100.00
Green Procesoil, S.L.U
Spain
Ordinary
0
100.00
Gesta Viviendas, S.L.U.
Spain
Ordinary
0
100.00
Black Laser, S.L.
Spain
Ordinary
0
67.00
Commercial West Beall, S.L.
Spain
Ordinary
0
50.00
Sotoarkimedes, S.L.U.
Spain
Ordinary
0
100.00
All Things Kleen, S.L.U.
Spain
Ordinary
0
100.00
BS Inversiones Del Sur, S.L.U.
Spain
Ordinary
0
100.00
16
Associates

Details of associates at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Inversiones Empresariales De Vertigo, S.L.
Spain
Ordinary
50
50
Bevelle Desarrollos, S.L.
Spain
Ordinary
45
45
Inmo Bevelle, S.L.U.
Spain
Ordinary
0
50
Inversiones Empresariales Torne, S.L.
Spain
Ordinary
0
23
Soto Tennis Academy, S.L.
Spain
Ordinary
0
48
El Valle De Salomon, S.L.
Spain
Ordinary
0
50
Comercial West Beall, S.L.
Spain
Ordinary
0
50
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 32 -
17
Combination of businesses

During the year, a merger was prepared and drafted by the Directors to fuse multiple subsidiaries together. The merger was carried out with the aim of simplifying the business management of the group headed by Vertigo Investments Limited.

 

The merger resulted in Inter Globe Parts S.L.U., and Services Accounting and Legal S.L.U. being absorbed into Integral Yacht Services Sotogrande S.L.U.

 

Integral Yacht Services Sotogrande S.L.U. was then simultaneously absorbed into Bevelle Capital S.L.U.

 

In the financial statements of the Vertigo Investments Limited group, the effective date of the merger has been treated as 1 January 2022.

 

The assets and liabilities transferred to Bevelle Capital S.L.U. at 1 January 2022 were as follows:

Intangible fixed assets
236,846
Property, plant and equipment
17,870
Investments in group and associated companies
585,369
Financial investments
697,125
Trade debtors and other receivables
126,667
Other current assets
4,792
Cash and cash equivalent
48,940
Provisions
(299,039)
Long-term payables
(1,011,021)
Other payables
(1,700,768)
Trade creditors
(127,520)
Reserves at the date of the merger
(1,420,739)
18
Stocks
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Raw materials and consumables
433,407
-
-
-
Contract work in progress
3,561,219
-
-
-
Other work in progress
49,476
-
-
-
Finished goods and goods for resale
2,251,190
-
0
-
0
-
0
Payments received on account
380,381
-
0
-
0
-
0
6,675,673
-
-
-
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 33 -
19
Debtors
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Amounts falling due within one year:
Trade debtors
2,471,781
-
0
-
0
-
0
Corporation tax recoverable
112,513
-
0
-
0
-
0
Other debtors
117,068
700,114
-
0
700,114
Prepayments and accrued income
68,645
-
0
-
0
-
0
2,770,007
700,114
-
700,114
20
Current asset investments
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Notes
Loans to subsidiaries
15
2,000
-
0
-
0
-
0
Investments in associates
16
230,798
-
0
-
0
-
0
Loans to associates
16
1,984
-
0
-
0
-
0
Short term deposits
747,679
-
-
-
Other investments
44,994
-
-
-
1,027,455
-
0
-
0
-
0
21
Creditors: amounts falling due within one year
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Notes
Convertible loans
36,750
-
0
-
0
-
0
Bank loans
23
3,991,094
-
0
-
0
-
0
Obligations under finance leases
24
309,744
-
0
-
0
-
0
Other borrowings
23
203,561
-
0
-
0
-
0
Payments received on account
2,142,618
-
0
-
0
-
0
Trade creditors
899,642
-
0
-
0
-
0
Other taxation and social security
848,878
-
-
-
Other creditors
3,912,140
-
0
-
0
-
0
Accruals and deferred income
330,006
3,250
25,000
3,250
12,674,433
3,250
25,000
3,250
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 34 -
22
Creditors: amounts falling due after more than one year
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Notes
Bank loans and overdrafts
23
4,960,293
-
0
-
0
-
0
Obligations under finance leases
24
368,723
-
0
-
0
-
0
Other borrowings
23
19,927,356
15,990,242
15,990,242
15,990,242
Other creditors
66,858
-
0
-
0
-
0
25,323,230
15,990,242
15,990,242
15,990,242
23
Loans and overdrafts
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Bank loans
8,951,387
-
0
-
0
-
0
Loans from undertakings in which the group has a participating interest
3,937,114
-
-
-
Other loans
16,193,803
15,990,242
15,990,242
15,990,242
29,082,304
15,990,242
15,990,242
15,990,242
Payable within one year
4,194,655
-
0
-
0
-
0
Payable after one year
24,887,649
15,990,242
15,990,242
15,990,242

The long-term loans are not secured by fixed charges.

 

24
Finance lease obligations
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Future minimum lease payments due under finance leases:
Within one year
309,744
-
0
-
0
-
0
In two to five years
368,723
-
0
-
0
-
0
678,467
-
-
-

Liabilities for financial leases are effectively guaranteed, the rights to the leased asset revert to the lessor in the event of default.

VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 35 -
25
Provisions for liabilities
Group
Company
2022
2021 Unaudited
2022
2021 Unaudited
Group commitments
58,426
-
-
-
Other
108,180
-
-
-
166,606
-
-
-
Movements on provisions:
Group
At 1 January 2022
86,169
Additions due to merger
100,201
Unwinding of discount
(19,764)
At 31 December 2022
166,606
26
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2022
2021 Unaudited
2022
2021 Unaudited
Group
Accelerated capital allowances
278,822
-
-
-
Tax losses
-
-
66,384
-
278,822
-
66,384
-
27
Share capital
Group and company
2022
2021 Unaudited
2022
2021 Unaudited
Ordinary share capital
Number
Number
Issued and fully paid
Ordinary shares of €1 each
100
100
100
100
VERTIGO INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 36 -
28
Related party transactions

As at the year end the group owed Bevelle Desarrollos 2,371,477 Euros via the subsidiary company Bevelle Capital. At the year end Bevelle Desarollos owed Vertigo investments Limited 643,825 Euros. Bevelle Desarrollos is an associated company.

 

The group also owed Peninsula Petroleum 3,310,987 Euros, Edificio West Marine SLU 902,996 Euros and Club Nautico Bevelle 129,000 Euros. (see note 22). Each party is an associated company to Mr J A Bassadone.

29
Cash generated from/(absorbed by) group operations
2022
2021 Unaudited
Profit/(loss) for the year before tax
1,242,908
(2,940)
Adjustments for:
Share of results of associates and joint ventures
(18,097)
-
Finance costs
347,451
-
0
Investment income
(4,844)
-
0
Loss on disposal of tangible fixed assets
11,962
-
Fair value loss on financial instruments
301
-
0
Amortisation and impairment of fixed assets
1,796,023
-
Impairment of fixed assets
(4,624,516)
-
Other gains and losses
1,486,204
(310)
Decrease in provisions
(19,763)
-
Subsidy allocation
(4,597)
-
Movements in working capital:
Decrease in stocks
1,719,839
-
Decrease in debtors
254,198
-
(Decrease)/increase in creditors
(967,888)
3,250
Cash generated from/(absorbed by) operations
1,219,181
-
30
Cash absorbed by operations - company
2022
2021 Unaudited
Loss for the year after tax
(2,279,812)
(2,940)
Adjustments for:
Other gains and losses
2,254,812
(310)
Movements in working capital:
Increase in creditors
21,750
3,250
Cash absorbed by operations
(3,250)
-
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