Company registration number 04926782 (England and Wales)
SANTE VERTE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
SANTE VERTE LIMITED
CONTENTS
Page
Company information
1
Strategic report
2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10 - 11
Statement of changes in equity
12
Notes to the financial statements
13 - 21
SANTE VERTE LIMITED
COMPANY INFORMATION
- 1 -
Directors
M E Boswell
M Arzallus Murua
(Appointed 3 May 2023)
K M Wilson
(Appointed 24 November 2023)
Company number
04926782
Registered office
c/o Stevens & Bolton LLP
Wey House
Farnham Road
Guildford
Surrey
GU1 4YD
Auditor
Verallo
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
SANTE VERTE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present the strategic report for the year ended 31 December 2023.

Principal activity

The principal activity of the company is that of an investment holding company.

Business review

No dividends were received from the trading subsidiary in the year (2022 - €nil). Loss for the year after taxation was €54,439 (2022 - €174,465).

Financial key performance indicators

Due to the straightforward nature of the business, the directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development of the company.

Future developments

The directors do not anticipate any significant changes to the company's activities for the foreseeable future.

Principal risks and uncertainties

The board of directors has overall responsibility for the establishment and oversight of the company's risk management. Company policies in this matter are established to identify and analyse the risks faced by the company and the mitigation's and controls relating to those risks.

 

The board has assessed its exposure to exchange rates, liquidity and cash flow risks, which are set out below. The company is not exposed to significant credit or interest rate risk.

 

Exchange rate

The company's functional currency is Euros. A proportion of expenses are denominated in currencies other than Euros. Fluctuations are managed by matching payments and receipts in the same currency whenever possible.

 

Liquidity and cash flow risk

The company is reliant on the financial support from its parent company, Laboratorios Cinfa, S.A., to allow the company to meet its cash flow commitments on an ongoing basis.

On behalf of the board

M Arzallus Murua
Director
21 October 2024
SANTE VERTE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

A review of the business and its principal risks and uncertainties is set out in the strategic report on page 1 of these financial statements.

Results and dividends

The loss for the year, after taxation, amounted to €54,439 (2022 - €174,465).

 

The directors do not recommend payment of a dividend (2022 - €nil).

Directors

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

Davenport Consulting Limited
(Resigned 6 November 2023)
M E Boswell
R Otamendi Zufia
(Resigned 3 May 2023)
M Arzallus Murua
(Appointed 3 May 2023)
K M Wilson
(Appointed 24 November 2023)
Auditor

Verallo were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SANTE VERTE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 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 company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

Sante Verte Limited is in a net asset position of €11,130,063 at 31 December 2023 (2022 - €9,115,321) but is in a current net liability position of €172,513 (2022 - €187,255).

 

Future income is expected to be derived from dividends from the company's subsidiary, Sante Verte SAS.

 

Should the subsidiary not perform as expected, a letter of support has been obtained from an intermediary parent company, Laboratorios Cinfa, S.A., which confirms financial support will be provided for at least 12 months from the date of the signing of these financial statements, to allow the company to meet its payment and business management commitments. The letter of support is not legally binding to its contents however the directors are satisfied that Laboratorios Cinfa, S.A., has the resources available to provide the financial support required, taking into consideration the wider group's performance and funding needs. Refer to note 1.3 of the financial statements for further information.

 

The financial statements have therefore been prepared on a going concern basis.

On behalf of the board
M Arzallus Murua
Director
21 October 2024
SANTE VERTE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SANTE VERTE LIMITED
- 5 -
Opinion

We have audited the financial statements of Sante Verte Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.

SANTE VERTE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF SANTE VERTE LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

SANTE VERTE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF SANTE VERTE LIMITED
- 7 -

Our approach was as follows:

 

· We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

· We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

· We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

· We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

· We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.

SANTE VERTE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF SANTE VERTE LIMITED
- 8 -
Use of report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Michelle Hewitt-Dutton FCCA (Senior Statutory Auditor)
For and on behalf of Verallo
Statutory Auditor
4 November 2024
SANTE VERTE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
Administrative expenses
(48,273)
(174,465)
Interest payable and similar expenses
7
(6,166)
-
0
Loss before taxation
(54,439)
(174,465)
Tax on loss
8
-
0
-
0
Loss for the financial year
(54,439)
(174,465)
There was no other comprehensive income for 2023 (2022 - €nil).
The notes on pages 13 to 21 form part of these financial statements
SANTE VERTE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
Fixed assets
Investments
9
11,302,576
9,302,576
Current assets
Debtors
11
84,171
58,526
Cash at bank and in hand
9,524
23,933
93,695
82,459
Creditors: amounts falling due within one year
12
(266,208)
(269,714)
Net current liabilities
(172,513)
(187,255)
Net assets
11,130,063
9,115,321
Capital and reserves
Called up share capital
13
2,069,182
1
Profit and loss reserves
14
9,060,881
9,115,320
Total equity
11,130,063
9,115,321
SANTE VERTE LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 21 October 2024 and are signed on its behalf by:
M Arzallus Murua
Director
Company Registration No. 04926782
The notes on pages 13 to 21 form part of these financial statements
SANTE VERTE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
Balance at 1 January 2022
1
9,289,785
9,289,786
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(174,465)
(174,465)
Balance at 31 December 2022
1
9,115,320
9,115,321
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(54,439)
(54,439)
Issue of share capital
13
2,069,181
-
2,069,181
Balance at 31 December 2023
2,069,182
9,060,881
11,130,063
The notes on pages 13 to 21 form part of these financial statements
SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

Sante Verte Limited (company number 04926782) is a private company limited by shares incorporated in England and Wales. The registered office is c/o Stevens & Bolton LLP, Wey House, Farnham Road, Guildford, Surrey, GU1 4YD.

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 in Euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest Euro.

The financial statements have been prepared under the historical cost convention unless specified within these accounting policies.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The information is included in the consolidated financial statements of Infarco, S.A. as at 31 December 2023 and these financial statements may be obtained from Travesia de Roncesvalles 1, Poligono de Olloki, 31699 Olloki, Navarra, Spain.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Sante Verte Limited is a wholly owned subsidiary of Laboratorios Cinfa S.A. and the results of Sante Verte Limited are included in the consolidated financial statements of the ultimate parent company, Infarco, S.A., which are available from Infarco, S.A., Travesia de Roncesvalles 1, Poligono de Olloki, 31699 Olloki, Navarra, Spain.

SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.2
Going concern

Sante Verte Limited is in a net asset position of €11,130,063 at 31 December 2023 (2022 - €9,115,321) but is in a current net liability position of €172,513 (2022 - €187,255).true

 

Future income is expected to be derived from dividends from the company's subsidiary, Sante Verte SAS.

 

Should the subsidiary not perform as expected, a letter of support has been obtained from an intermediary parent company, Laboratorios Cinfa, S.A., which confirms financial support will be provided for at least 12 months from the date of the signing of these financial statements, to allow the company to meet its payment and business management commitments. The letter of support is not legally binding to its contents however the directors are satisfied that Laboratorios Cinfa, S.A., has the resources available to provide the financial support required, taking into consideration the wider group's performance and funding needs.

 

The financial statements have therefore been prepared on a going concern basis.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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 balance sheet 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 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.

SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
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
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
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 when the company has 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.

1.8
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.

1.9
Foreign exchange

Transactions in currencies other than Euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.10

Prior period adjustment

The prior year's financial statements contained an Intangible assets and a Tangible Fixed assets note, which detailed assets with a NBV of nil, but accumulated costs and depreciation of €107,765 and €723,858 respectively. These items were disposed of in 2022, and therefore the costs brought forward and depreciation brought forward were eliminated to zero, to reflect this transaction. As a result there is no note in relation to Intangible assets and Tangible Fixed assets in these financial statements. There is no impact of this change on the balances within the financial statements.

SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Investments

Given the results of the subsidiary for the year and the challenging external market due to high inflation, indication of impairment have been identified in the current year and an impairment review performed.

 

The recoverable amounts of each cash generating unit (CGU) has been determined from value in use calculations based on cash flow projections from formally approved budgets covering an 8 year period to 31 December 2031. Operating margins have been based on past experiences and future expectations in the light of anticipated economic and market conditions. The global situation of the markets in which the company operates have been considered, using a discount rate of 6.7% that takes into account the circumstances of the business and country in which the company operates and the synergies obtained by the group.

3
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(17,841)
5,740
Depreciation of owned tangible fixed assets
-
32,996
4
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
11,240
11,500
SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
5
Employees

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

2023
2022
Number
Number
3
3

Their aggregate remuneration comprised:

2023
2022
Wages and salaries
12,597
35,790
Social security costs
-
(5,530)
12,597
30,260
6
Directors' remuneration
2023
2022
Remuneration for qualifying services
2,839
7,500
Sums paid to third parties for directors' services
9,758
14,972
12,597
22,472
7
Interest payable and similar expenses
2023
2022
Interest on bank overdrafts and loans
48
-
Interest payable to group undertakings
6,118
-
0
6,166
-
0
8
Taxation

The Finance Act 2021 was substantively enacted in May 2021 and increased the corporation tax rate from 19% to 25% with effect from 1 April 2023. This will increase the company's future tax charge accordingly.

SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Taxation
(Continued)
- 19 -

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

2023
2022
Loss before taxation
(54,439)
(174,465)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(13,610)
(33,148)
Change in unrecognised deferred tax assets
13,610
26,879
Fixed asset differences
-
0
6,269
Taxation charge for the year
-
-

Deferred tax assets of €123,260 (2022: €109,650) have not been recognised due to a lack of visibility of future profits against which they might be relieved.

9
Fixed asset investments
2023
2022
Notes
Investments in subsidiaries
10
11,302,576
9,302,576
Movements in fixed asset investments
Shares in subsidiaries
Cost or valuation
At 1 January 2023
9,302,576
Additions
2,000,000
At 31 December 2023
11,302,576
Carrying amount
At 31 December 2023
11,302,576
At 31 December 2022
9,302,576
SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Sante Verte SAS
11 Rue de Tauzia, 33800, Bordeaux, France
Natural health and beauty products
Ordinary
100
11
Debtors
2023
2022
Amounts falling due within one year:
Amounts owed by group undertakings
84,171
54,716
Other debtors
-
0
519
Prepayments and accrued income
-
0
3,291
84,171
58,526

Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.

12
Creditors: amounts falling due within one year
2023
2022
Trade creditors
7,409
955
Amounts owed to group undertakings
239,361
247,059
Taxation and social security
643
361
Accruals and deferred income
18,795
21,339
266,208
269,714

Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.

13
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
Issued and fully paid
Ordinary shares of £1 each
1,830,001
1
2,069,182
1

The company has one class of ordinary shares which carry no right to fixed income.

SANTE VERTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Share capital
(Continued)
- 21 -

On 11 April 2013, a resolution was passed to redesignate the A Ordinary Shares as Ordinary Shares.

On 9 February 2023, 1,830,000 £1 Ordinary shares were issued at par for £1,830,000.

14
Reserves

The company's capital and reserves are as follows:

 

Share capital

Called up share capital represents the nominal value of the shares issued.

 

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

 

15
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Services received
2023
2022
Entities with control, joint control or significant influence over the company
9,758
14,972
Other information

The company has taken advantage of the wholly owned subsidiary exemption available under FRS 102 33.1A not to disclose related party transactions with any other wholly owned members of Infarco, S.A..

16
Ultimate controlling party

The directors consider that the parent undertaking of the company is Natural Distribution (Holdings) Limited, a company incorporated in the UK, company number 4930401, which owns 100% of the issued share capital in the company.

The smallest and largest group in which the results of the company are consolidated is that headed by the ultimate holding and controlling party, Infarco, S.A., a company incorporated in Spain. No other group financial statements include the results of the company. The consolidated financial statements of this group are available to the public and may be obtained from Infarco, S.A., Travesia de Roncesvalles 1, Poligono de Olloki, 31699 Olloki, Navarra, Spain.

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