VERISFIELD (UK) LIMITED |
Registered number: |
04029624 |
Directors' Report |
|
The directors present their report and financial statements for the year ended 31 December 2023. |
|
Principal activities |
The group's principal activity was that of research, development, registration and marketing of pharmaceutical specialities. |
The group's trading activity was generated by the wholly owned subsidiary Verisfield SA registered in Greece. The company's activity during the year was that of holding shares in its subsidiary. |
|
Review of business |
The group made a profit in the year of €2,060,682 after tax. The directors believe that the group will continue to operate profitably in the following year as well. All trading was generated by the Greek subsidiary Verisfield SA. |
|
The company had no trading activities during the year. |
Future Developments |
The group directors are confident that the company will maintain its turnover and profitability. Their aim is to continue to implement the management policies which have been introduced in recent years and which have assisted in successfully overcoming the difficulties and uncertainties in the market place. |
|
The group's priorities is to continue the development of new pharmaceutical products which will ensure that the group operates profitably as well as to continue to increase sales volume to overseas customers where margins are higher than the domestic market. |
|
Employee involvement |
The group is committed to offering equal opportunities to both current and prospective employees. The group continues to review and develop best practices and procedures to ensure that all employees are treated fairly in all aspects of employment. It also strives for the diverse enviroment that is supportive of all employees. Individual differences which do not relate to job performance such as gender, marital status, race, colour,ethnic origin,nationality,religion,age or disability are respected. |
Research and development |
During the year the company spent €3,799,564 on research and development. |
|
Policy and practice on payment of creditors |
The group's policy is to settle the terms of payment with suppliers when agreeing the terms of each transaction,to ensure that all suppliers are made aware of the terms of payment and to abide by the terms of payment. |
|
Dividends |
During the year the company declared and paid a dividends of €3,500,000.. |
|
Events since the balance sheet date |
No events have occurred after the balance sheet date that require disclosure in the accounts. |
|
Directors |
The following persons served as directors during the year: |
|
|
Mr G Motsios |
|
Mr C Koutsodimos |
|
Mr D Bessios (resigned 15/11/2023) |
|
Directors' responsibilities |
VERISFIELD (UK) LIMITED |
Strategic Report |
|
|
|
The directors presents their strategic report for the company and its subsidiaries for the year to 31 December 2023. |
|
Review and analysis of business during the current year |
|
The group continued its principal activities throughtout the current year. |
|
The group's trading operations are undertaken by Verisfield SA which is registered in Greece. |
|
Development and financial performance during the year |
|
As shown in the group's Profit and Loss account, the group's sales have increased by 24.3 % over prior year's and the gross profit margin was 46.8% compared to to the previous year's of 49.1% and is in line with the expectations of the group's directors reflecting the current market position. The group's after tax profit was €2,060,682 compared to €3,465,761 in the previous year. The group's profitability was mainly attributed to higher volume of export sales where margins are higher as well as higher volume of sales of profitable products to the domestic market. This year's after tax profit is lower compared to the previous year due to increased expenditure on Research and Development which has been written off the profit and loss. |
The directors in the group monitor the performance of the business and consider the key performance indicator, the gross profit margin, which they have maintained at an acceptable level. |
|
Financial position at the reporting date |
|
The consolidated Financial Position on page 10 shows a net assets position of €6,390,176 compared to a net assets position of €7,829,494 in the previous year. The decrease in the net assets position was due to dividends paid in the year which were higher that the after tax profitability achieved in the year. |
Principal risks and uncertainties facing the business |
|
The group regularly reviews the risks faced. Market risk has been identified as a major potential risk to the successful performance of the business. The group directors are aware of these risks and monitor their potential impact on an ongoing basis. |
|
In the normal course of business, the group is subject to a number of risks that are inseparably linked to the operations of its business. The group trades primarily in Greece where risk levels are relatively high due to the economic downturn in recent years and the Greek goverment has pursued a price reduction policy in respect of pharmaceutical products as well as charging a levy which is based on turnover. Even though the group is facing the uncertainty as to whether the Greek goverment will continue its price reduction policy which has an impact on the level of domestic sales and profitability the group will continue its efforts towards development and launch of new profitable products, increase export volumes further where there is no limit on the sales prices that can be charged, continue the sales of licenses for pharmaceutical products for fees or royalties and focus on sales of most profitable products to the Greek market. |
|
Post year end review and Covid-19 |
The trading operations of Verisfield SA have been marginally affected by the Covid-19 pandemic and the lockdown imposed by the Greek government as the company deals in pharmaceutical products and was permitted to trade throughout lockdown. |
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The report was approved by the board on 11/11/2024 and signed on its behalf: |
|
|
|
Mr C Koutsodimos |
Director |
|
● |
have been prepared in accordance with the requirements of the Companies Act 2006. |
|
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 and group 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 report and financial statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit: |
● |
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
● |
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
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Matters on which we are required to report by exception |
VERISFIELD (UK) LIMITED |
Consolidated Statement of Cash Flows |
for the year ended 31 December 2023 |
|
Notes |
|
2023 |
|
2022 |
|
€ |
€ |
Operating activities |
Profit for the financial year |
2,060,682 |
|
3,465,761 |
|
Adjustments for: |
Interest receivable |
(734) |
|
(359) |
Tax on profit on ordinary activities |
926,882 |
|
494,689 |
Depreciation |
243,765 |
|
125,500 |
Amortisation of intangibles |
510,005 |
|
330,296 |
(Increase)/ decrease in stocks |
2,022 |
|
(677,477) |
(Increase) in debtors |
(1,815,958) |
|
(125,979) |
Increase/ (decrease) in creditors |
1,760,216 |
|
(1,465,760) |
|
|
|
3,686,880 |
|
2,146,671 |
|
Interest received |
734 |
|
359 |
Taxes paid |
(687,189) |
|
(191,565) |
|
Cash generated by operating activities |
3,000,425 |
|
1,955,465 |
|
|
|
|
|
|
Investing activities |
Payments to acquire intangible fixed assets |
(2,421,817) |
|
(1,078,360) |
Payments to acquire tangible fixed assets |
(1,164,532) |
|
(230,521) |
Proceeds from sale of tangible fixed assets |
21,774 |
|
- |
|
Cash used in investing activities |
(3,564,575) |
|
(1,308,881) |
|
|
|
|
|
|
Financing activities |
Equity dividends paid |
(3,500,000) |
|
- |
On cancellation of shares |
20,992 |
|
- |
On cancellation of shares |
(20,992) |
|
- |
|
Cash used in financing activities |
(3,500,000) |
|
- |
|
|
|
|
|
|
Net cash generated/ (used) |
Cash generated by operating activities |
3,000,425 |
|
1,955,465 |
Cash used in investing activities |
(3,564,575) |
|
(1,308,881) |
Cash used in financing activities |
(3,500,000) |
|
- |
|
Net cash generated/ (used) |
(4,064,150) |
|
646,584 |
|
Cash and cash equivalents at 1 January |
6,092,225 |
|
5,445,641 |
Cash and cash equivalents at 31 December |
2,028,075 |
|
6,092,225 |
|
|
|
|
|
|
Cash and cash equivalents comprise: |
Cash at bank |
2,028,075 |
|
6,092,225 |
|
|
|
|
|
|
|
|
|
Investments |
|
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost of raw materials is calculated using the weighted average method. The cost of finished and semi-finished products is calculated using the weighted average costs of raw materials and actual for other costs of production. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
|
|
Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
|
Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Operating lease commitments |
|
Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
|
|
Research and development |
|
|
Research and development costs are written off to the profit and loss account in the year the expenditure is incurred. |
|
|
2 |
Analysis of turnover |
2023 |
|
2022 |
€ |
€ |
|
|
Sale of goods |
18,708,293 |
|
15,895,170 |
|
Services rendered |
3,104,347 |
|
1,656,628 |
|
|
|
|
|
|
21,812,640 |
|
17,551,798 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
Europe |
19,496,459 |
|
16,042,683 |
|
Rest of world |
2,316,181 |
|
1,509,115 |
|
|
|
|
|
|
21,812,640 |
|
17,551,798 |
|
|
|
|
|
|
|
|
|
|
3 |
Operating profit |
2023 |
|
2022 |
€ |
€ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
242,657 |
|
125,500 |
|
Amortisation of intangibles |
510,005 |
|
330,296 |
|
Operating lease rentals - land and buildings |
102,432 |
|
55,861 |
|
Research and development expenditure |
3,799,564 |
|
2,081,123 |
|
Auditors' remuneration for audit services |
8,300 |
|
9,000 |
|
Auditors' remuneration for other services |
21,821 |
|
3,000 |
|
Carrying amount of stock sold |
3,392,715 |
|
1,928,848 |
|
|
|
|
|
|
|
|
|
|
4 |
Directors' emoluments |
2023 |
|
2022 |
€ |
€ |
|
|
Emoluments |
169,236 |
|
166,679 |
|
|
|
|
|
|
|
|
|
|
5 |
Staff costs |
2023 |
|
2022 |
€ |
€ |
|
|
Wages and salaries |
1,954,434 |
|
1,446,590 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
16 |
|
17 |
|
Development |
32 |
|
30 |
|
Distribution |
2 |
|
2 |
|
Sales and Marketing |
3 |
|
2 |
|
|
|
|
|
|
53 |
|
51 |
|
|
|
|
|
|
|
|
|
|
6 |
Taxation |
2023 |
|
2022 |
€ |
€ |
|
Analysis of charge in period |
|
Current tax: |
|
Greek tax on profits of the period |
734,382 |
|
494,689 |
|
Greek witholding tax on dividends paid |
192,500 |
|
- |
|
|
|
|
|
|
926,882 |
|
494,689 |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
926,882 |
|
494,689 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2023 |
|
2022 |
€ |
€ |
|
Profit on ordinary activities before tax |
2,987,564 |
|
3,960,450 |
|
|
|
|
|
|
|
|
|
|
Standard rate of Greek tax |
22% |
|
22% |
|
€ |
€ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
657,264 |
|
871,299 |
|
|
Effects of: |
|
Amounts deductible or adjustible for tax purposes |
269,618 |
|
(385,610) |
|
Greek witholding tax on dividends |
192,500 |
|
9,000 |
|
|
Current tax charge for period |
926,882 |
|
494,689 |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
There are no such factors. |
|
|
7 |
Intangible fixed assets - Group |
€ |
|
Trade marks, licenses and other intellectual rights fees |
|
|
Cost |
|
At 1 January 2023 |
6,703,016 |
|
Additions |
2,421,817 |
|
At 31 December 2023 |
9,124,833 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
At 1 January 2023 |
3,448,555 |
|
Provided during the year |
510,005 |
|
At 31 December 2023 |
3,958,560 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2023 |
5,166,273 |
|
At 31 December 2022 |
3,254,461 |
|
|
|
|
|
|
|
|
|
|
8 |
Tangible fixed assets - Group |
|
|
|
|
Land and buildings |
|
Plant and machinery |
|
Total |
|
|
|
|
At cost |
|
At cost |
€ |
€ |
€ |
|
Cost or valuation |
|
At 1 January 2023 |
282,305 |
|
1,976,237 |
|
2,258,542 |
|
Additions |
660,738 |
|
503,794 |
|
1,164,532 |
|
Disposals |
- |
|
(23,789) |
|
(23,789) |
|
At 31 December 2023 |
943,043 |
|
2,456,242 |
|
3,399,285 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 January 2023 |
143,456 |
|
1,482,953 |
|
1,626,409 |
|
Charge for the year |
23,946 |
|
219,819 |
|
243,765 |
|
On disposals |
- |
|
(2,015) |
|
(2,015) |
|
At 31 December 2023 |
167,402 |
|
1,700,757 |
|
1,868,159 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2023 |
775,641 |
|
755,485 |
|
1,531,126 |
|
At 31 December 2022 |
138,849 |
|
493,284 |
|
632,133 |
|
|
|
|
|
|
|
|
|
|
|
9 |
Investments - Company |
Investments in |
subsidiary |
undertakings |
€ |
|
Cost |
|
At 1 January 2023 |
300,000 |
|
|
At 31 December 2023 |
300,000 |
|
|
The company holds 20% or more of the share capital of the following companies: |
|
|
|
Company |
Shares held |
|
|
Class |
% |
|
|
Verisfield S.A. |
Ordinary |
100 |
|
|
|
Verisfield S.A. activity is theat of research, development, registration and marketing of pharmaceutical specialities. The company is registered in Greece. |
|
|
10 |
Stocks - Group |
2023 |
|
2022 |
€ |
€ |
|
|
Raw materials and consumables |
3,348,035 |
|
3,412,989 |
|
Work in progress |
7,041 |
|
5,974 |
|
Finished goods and goods for resale |
1,534,835 |
|
1,472,970 |
|
|
|
|
|
|
4,889,911 |
|
4,891,933 |
|
|
|
|
|
|
|
|
|
|
11 |
Debtors - Group |
2023 |
|
2022 |
€ |
€ |
|
|
Trade debtors |
3,550,353 |
|
2,740,053 |
|
Other debtors |
3,700,361 |
|
2,694,703 |
|
|
|
|
|
|
7,250,714 |
|
5,434,756 |
|
|
|
|
|
|
|
|
|
|
12 |
Creditors: amounts falling due within one year -Group |
2023 |
|
2022 |
|
€ |
€ |
|
|
Trade creditors |
8,076,087 |
|
7,046,101 |
|
Corporation tax |
734,382 |
|
494,689 |
|
Other taxes and social security costs |
303,529 |
|
125,533 |
|
Other creditors |
4,784,723 |
|
3,804,134 |
|
Accruals and deferred income |
436,221 |
|
352,131 |
|
|
|
|
|
|
14,334,942 |
|
11,822,588 |
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year -Company |
2023 |
|
2022 |
€ |
€ |
|
|
Other creditors |
|
- |
|
- |
|
Accruals and deferred income |
12,450 |
|
12,197 |
|
|
|
|
|
|
12,450 |
|
12,197 |
|
|
|
|
|
|
|
|
|
|
13 |
Creditors: amounts falling due after one year -Group |
2023 |
|
2022 |
€ |
€ |
|
|
Other creditors |
140,981 |
|
653,426 |
|
|
|
|
|
|
|
|
|
|
|
14 |
Share capital |
Nominal |
|
2023 |
|
2023 |
|
2022 |
value |
Number |
€ |
€ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£13,500 each |
|
2 |
|
41,984 |
|
62,976 |
|
|
|
|
|
|
|
|
|
|
The company's authorised and issued shared capital is in Pound Sterling.The called up share capital is stated in the balance sheet in Euros following translation using the rate of exchange prevailing on the date of issue. |
|
|
During the yeat the company purchased one £13,500 ordinary share from a shareholder for a consideration of €3,500,000. The share was subsequently cancelled. |
|
|
15 |
Profit and loss account |
Group |
Company |
|
|
|
|
|
|
2023 |
|
2023 |
€ |
€ |
|
|
At 1 January |
7,766,518 |
|
230,363 |
|
Profit for the financial year |
2,060,682 |
|
3,606,326 |
|
Cancellation of shares |
20,992 |
|
20,992 |
|
Dividends |
(3,500,000) |
|
(3,500,000) |
|
|
At 31 December |
6,348,192 |
|
357,681 |
|
|
|
|
|
|
|
|
|
16 |
Contingent liability |
|
A Lawsuit was filed against the subsidiary Verisfield SA by a third party, claiming damages on the termination of contract amounting to €157,326. The directors have not made any provision in the accounts in respect of the claim as they are defending the claim and are unable to determine the potential liability. The outcome of the claims and the amount payable, if any, will not be known until the cases are heard in the Greek courts. |
|
17 |
Other Contingent events |
|
During the year the subsidiary Verisfield SA has made an application for a refund based on research and development expenditure incurred in the year. The amount the company is entitled to is uncertain as it will depend on the Greek government allocation and as such no provision for any amounts receivable has been made in the accounts. |
|
|
18 |
Related party transactions |
|
At the year end €3,465,045 (2022: €2,453,282) was owed to entities under common control of two of the directors of the group in respect of transactions and loans. The balance is repayable on demand. |
|
16 |
Controlling party |
|
|
At the year end there was no single controlling party. |
|
17 |
Functional currency |
|
|
The functional currency of the entity is the euro. |
|
|
18 |
Legal form of entity and country of incorporation |
|
|
VERISFIELD (UK) LIMITED is a private company limited by shares and incorporated in England. |
|
|
19 |
Principal place of business |
|
|
The address of the company's registered office is: |
|
|
6A Dickensons Place |
|
London |
|
SE25 5HL |