Company registration number 03997854 (England and Wales)
VERDOSO HOLDINGS LIMITED
Financial statements
For the year ended 31 December 2023
Pages for filing with registrar
VERDOSO HOLDINGS LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
VERDOSO HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
- 1 -
2023
2022
Notes
Non-current assets
Property, plant and equipment
6
2,120
-
0
Investments
7
99,091,295
92,174,604
99,093,415
92,174,604
Current assets
Trade and other receivables
8
283,962
294,418
Cash and cash equivalents
58,376,071
73,385,885
58,660,033
73,680,303
Current liabilities
9
(116,119)
(134,761)
Net current assets
58,543,914
73,545,542
Total assets less current liabilities
157,637,329
165,720,146
Non-current liabilities
10
(85,169,919)
(96,145,693)
Net assets
72,467,410
69,574,453
Equity
Called up share capital
11
53,145,252
53,145,252
Retained earnings
19,322,158
16,429,201
Total equity
72,467,410
69,574,453

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 9 October 2024 and are signed on its behalf by:
Mr F Ullmann-Hamon
Ms L Cordt-Moller
Director
Director
Company registration number 03997854 (England and Wales)
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
- 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 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 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
Property, plant and equipment

Property, plant and equipment 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:

Computer equipment
25% straight line depreciation

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 credited or charged to profit or loss.

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.

VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

1.6
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.

VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
- 4 -
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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
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.

1.9
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.

1.10
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.

1.11
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.

VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2023
- 5 -
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
2023
2022
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the company
36,868
34,401
4
Employees

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

2023
2022
Number
Number
Total
-
0
-
0
5
Investment income
2023
2022
Investment income includes the following:
Interest on bank deposits
54,450
9,265
Interest receivable from group companies
1,151,538
1,276,102
Interest from investments
2,807,565
2,110,689
Dividends received
33,641
62,578
4,047,194
3,458,634
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2023
- 6 -
6
Property, plant and equipment
Plant and machinery etc
Cost
At 1 January 2023
-
0
Additions
2,773
At 31 December 2023
2,773
Depreciation and impairment
At 1 January 2023
-
0
Depreciation charged in the year
653
At 31 December 2023
653
Carrying amount
At 31 December 2023
2,120
At 31 December 2022
-
0
7
Fixed asset investments
2023
2022
Investment includes the following:
Investments in subsidiaries
13
13
Listed investments
36,775,606
33,324,117
Unlisted investments
52,536,910
48,971,415
Loans
9,778,766
9,879,059
Other investments
-
0
-
0
99,091,295
92,174,604
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 2023
7
Fixed asset investments
(Continued)
- 7 -
Movements in non-current investments
Shares in group undertakings
Loans to group undertakings
Listed investments
Unlisted investments
Total
Cost or valuation
At 1 January 2023
13
18,370,769
33,324,117
68,279,897
119,974,796
Additions
-
1,397,495
19,509,468
10,901,039
31,808,002
Valuation changes
-
-
3,322,026
-
3,322,026
Foreign exchange differences
-
(643,258)
21,398
(210,802)
(832,662)
Disposals
-
-
(19,401,403)
(2,760,162)
(22,161,565)
At 31 December 2023
13
19,125,006
36,775,606
76,209,972
132,110,597
Impairment
At 1 January 2023
-
8,491,710
-
19,308,482
27,800,192
Impairment losses
-
854,530
-
4,364,580
5,219,110
At 31 December 2023
-
9,346,240
-
23,673,062
33,019,302
Carrying amount
At 31 December 2023
13
9,778,766
36,775,606
52,536,910
99,091,295
At 31 December 2022
13
9,879,059
33,324,117
48,971,415
92,174,604
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2023
- 8 -
8
Trade and other receivables
2023
2022
Amounts falling due within one year:
Corporation tax recoverable
-
0
27,387
Other receivables
-
0
2,673
Prepayments and accrued income
283,962
264,358
283,962
294,418
9
Current liabilities
2023
2022
Trade payables
58,825
67,202
Foreign tax payable
220
-
0
Accruals and deferred income
57,074
67,559
116,119
134,761
10
Non-current liabilities
2023
2022
Amounts due to group undertakings
85,169,919
96,145,693
11
Called up share capital
2023
2022
Ordinary share capital
Issued and fully paid
33,756,782 Ordinary shares of €1.57 each
53,145,252
53,145,252
12
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.

Senior Statutory Auditor:
Wendy Patterson FCA
Statutory Auditor:
WSM Advisors Limited
Date of audit report:
17 October 2024
VERDOSO HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2023
- 9 -
13
Capital commitments
2023
2022

Amounts contracted for but not provided in the financial statements:

Contracted for but not provided in the financial statements:
Acquisition of fixed asset investments
16,296,682
16,678,001
14
Fixed charges

Royal Bank of Canada (RBC) holds a fixed charge over the assets held in RBC accounts that are owned by Verdoso Holdings Limited. This is in respect of a forward funding facility arranged for the trade of forward contracts. The fixed charge held by RBC was satisfied in full on 24th September 2024.

15
Related party transactions

During the year a total of €21,619 (2022: €18,000) was paid to a director in respect of secretarial services provided of €21,286 (2022: €14,000) and reimbursing rental costs of €333 (2022: 4,000) incurred during the year.

16
Parent company

The parent and ultimate controlling entity of the company is Verdoso Investments SA, a company registered in Luxembourg at 26 Rue Glesener, L 1630.

 

In accordance with IFRS 10, the accounts of Verdoso Holdings Limited are not consolidated with the results of the parent.

 

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