Company registration number 08443206 (England and Wales)
NATURAL SANTE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
NATURAL SANTE LIMITED
CONTENTS
Page
Company information
1
Strategic report
2
Director's report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
NATURAL SANTE LIMITED
COMPANY INFORMATION
- 1 -
Director
M D Pozo Caballero
Company number
08443206
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
NATURAL SANTE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
The director presents the strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the company is holding investments in trading subsidiaries.
Business review
The total loss for the year after taxation was €266,913 (2023: €2,943,339), last years loss was significantly higher, as result of an impairment charge to the investments held of €2,718,941.
Principal risks and uncertainties
The director has overall responsibility for the establishment and oversight of the group's risk management.
The director has assessed the company's exposure to risk regarding changes in exchange rates, liquidity and cash flow risk as set out below.
Interest rates
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.
Financial key performance indicators
Financial key performance indicators are monitored on a regular basis. Operating profit is the main financial KPI used by the company. Operating loss has increased from €33,880 to €36,557.
Other information and explanations
Future development
The director does not anticipate any significant changes to the company's activities for the foreseeable future.
M D Pozo Caballero
Director
26 August 2025
NATURAL SANTE LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The director presents his annual report and financial statements for the year ended 31 December 2024.
Business review
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 €266,913 (2023 - €2,943,339).
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
M D Pozo Caballero
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 director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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. He is 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.
Matters covered in the strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management and future developments.
NATURAL SANTE LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of disclosure to auditor
So far as each director is aware, at the date of approving this report, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the director has individually 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
The company made a loss in the year of €266,913 (2023 - €2,943,339). The company is in a net asset position of €39,081,519 at the 31 December 2024 (2023 - €39,348,432) but is in a net current liability position of €4,137,001 (2023 - €3,870,088) as a result of loans from the parent company and other group companies.
Natural Sante Limited is reliant on support from its parent company, Laboratorios Cinfa, S.A. A letter of support has been obtained from Laboratorios Cinfa, S.A., which confirms that financial support will be provided for at least 12 months from the date of signing of these financial statements, to allow the company to meet its payment and business management commitments, as they fall due.
The director is satisfied 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 been prepared on a going concern basis, however, as part of a potential group restructuring, it is probable that Natural Sante Limited, will be liquidated, within the next 12 months, subject to formal approval by the boards and shareholders. At the reporting date, no formal decision to liquidate the company had been made, and the company continues to operate as normal. The company continues to meet its obligations as they fall due, and has the ongoing support of the group.
The anticipated liquidation is part of an internal reorganisation and is not expected to have a material adverse impact on stakeholders, as all liabilities are expected to be settled in full or transferred within the group. Management has assessed the company’s ability to continue as a going concern and, based on current fact and circumstances, believe it remains appropriate to prepare the financial statements on a going concern basis. The possible future liquidation, presents a significant judgement and if approved , would require a change in the basis of preparation in future reporting periods.
On behalf of the board
M D Pozo Caballero
Director
26 August 2025
NATURAL SANTE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF NATURAL SANTE LIMITED
- 5 -
Opinion
We have audited the financial statements of Natural Sante Limited (the 'company') for the year ended 31 December 2024 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:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
Material Uncertainty Related to Going Concern
We draw your attention to note 1.2 in the financial statements, which indicates that a liquidation of the company is probable as part of a planned group restructuring. Although the financial statements have been prepared on a going concern basis, this potential event indicated that a material uncertainty exist that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.
NATURAL SANTE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF NATURAL SANTE 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:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
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 director's 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.
NATURAL SANTE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF NATURAL SANTE 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.
NATURAL SANTE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF NATURAL SANTE 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
Office: Henley-on-Thames
26 August 2025
NATURAL SANTE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
€
€
Administrative expenses
(36,557)
(41,583)
Other operating income
7,703
Operating loss
3
(36,557)
(33,880)
Interest payable and similar expenses
6
(230,356)
(190,518)
Amounts written off investments
7
-
(2,718,941)
Loss before taxation
(266,913)
(2,943,339)
Tax on loss
8
Loss for the financial year
(266,913)
(2,943,339)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income for 2024 (2023 - €nil).
The notes on pages 12 to 22 form part of these financial statements
NATURAL SANTE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
€
€
€
€
Fixed assets
Investments
10
43,218,520
43,218,520
Current assets
Debtors
12
2,186
Cash at bank and in hand
3,529
1,139
3,529
3,325
Creditors: amounts falling due within one year
13
(4,140,530)
(3,873,413)
Net current liabilities
(4,137,001)
(3,870,088)
Net assets
39,081,519
39,348,432
Capital and reserves
Called up share capital
14
50,956,696
50,956,696
Profit and loss reserves
15
(11,875,177)
(11,608,264)
Total equity
39,081,519
39,348,432
The financial statements were approved and signed by the director and authorised for issue on 26 August 2025
M D Pozo Caballero
Director
Company Registration No. 08443206
The notes on pages 12 to 22 form part of these financial statements
NATURAL SANTE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
€
€
€
Balance at 1 January 2023
50,956,696
(8,664,925)
42,291,771
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(2,943,339)
(2,943,339)
Balance at 31 December 2023
50,956,696
(11,608,264)
39,348,432
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(266,913)
(266,913)
Balance at 31 December 2024
50,956,696
(11,875,177)
39,081,519
The notes on pages 12 to 22 form part of these financial statements
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Natural Sante Limited (company number 08443206) 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 presentational and 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
Exemption from preparing consolidated financial statements
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.
Natural Sante Limited is a wholly owned subsidiary of Laboratorios Cinfa S.A. and the results of Natural Sante 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.
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern
The company made a loss in the year of €266,913 (2023 - €2,943,339). The company is in a net asset position of €39,081,519 at the 31 December 2024 (2023 - €39,348,432) but is in a net current liability position of €4,137,001 (2023 - €3,870,088) as a result of loans from the parent company and other group companies.true
Natural Sante Limited is reliant on support from its parent company, Laboratorios Cinfa, S.A. A letter of support has been obtained from Laboratorios Cinfa, S.A., which confirms that financial support will be provided for at least 12 months from the date of signing of these financial statements, to allow the company to meet its payment and business management commitments, as they fall due.
The director is satisfied 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 been prepared on a going concern basis, however, as part of a potential group restructuring, it is probable that Natural Sante Limited, will be liquidated, within the next 12 months, subject to formal approval by the boards and shareholders. At the reporting date, no formal decision to liquidate the company had been made, and the company continues to operate as normal. The company continues to meet its obligations as they fall due, and has the ongoing support of the group.
The anticipated liquidation is part of an internal reorganisation and is not expected to have a material adverse impact on stakeholders, as all liabilities are expected to be settled in full or transferred within the group. Management has assessed the company’s ability to continue as a going concern and, based on current fact and circumstances, believe it remains appropriate to prepare the financial statements on a going concern basis. The possible future liquidation, presents a significant judgement and if approved , would require a change in the basis of preparation in future reporting periods.
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.
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
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.
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.
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 company 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.
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
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.
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
Foreign exchange
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period-end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within "finance income or costs". All other foreign exchange gains and losses are presented in the statement of comprehensive income within "administrative expenses".
1.9
Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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 subsidiaries for the year and the challenging external market due to high inflation indications 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 a 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 6.76% that takes into account the circumstances and risk of the business and country in which the company operates and the synergies obtained by the group.
3
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
€
€
Exchange (gains)/losses
(52)
25
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
€
€
For audit services
Audit of the financial statements of the company
15,474
14,410
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Director
1
1
6
Interest payable and similar expenses
2024
2023
€
€
Interest on bank overdrafts and loans
-
32
Interest payable to group undertakings
230,356
190,486
230,356
190,518
7
Amounts written off investments
2024
2023
€
€
Amounts (written off) non-current loans
-
(2,718,941)
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
8
Taxation
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:
2024
2023
€
€
Loss before taxation
(266,913)
(2,943,339)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(66,728)
(735,835)
Tax effect of expenses that are not deductible in determining taxable profit
679,735
Change in unrecognised deferred tax assets
66,728
56,100
Taxation charge for the year
-
-
Deferred tax assets of €1,626,163 (2023 - €1,559,435) have not been recognised due to a lack of visibility of future profits against which they might be relieved.
9
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
€
€
In respect of:
Fixed asset investments
10
-
2,718,941
Recognised in:
Amounts written off investments
-
2,718,941
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
10
Fixed asset investments
2024
2023
Notes
€
€
Investments in subsidiaries
11
43,218,520
43,218,520
11
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Natural Distribution (Holdings) Limited
1
Holding company
Ordinary
100
-
Natural Distribution Properties Limited
1
Property management
Ordinary
100
-
Sante Verte Limited
1
Holding company
Ordinary
100
-
Natural Sante France SAS
2
Management services
Ordinary
100
-
Direct Plantes SAS
3
Natural health and beauty products
Ordinary
0
100
Sante Verte France SAS
2
Natural health and beauty products
Ordinary
0
100
Natural Distribution France SAS
2
Natural health and beauty products
Ordinary
0
100
Sante Verte SAS
2
Natural health and beauty products
Ordinary
0
100
Registered office addresses (all UK unless otherwise indicated):
1
C/O Stevens & Bolton LLP, Wey House, Guildford, Surrey, England, GU1 4YD
2
11-19 Rue de Tauzia, 33800, Bordeaux, France
3
30 A IMP Fontgrave, 26740, Montboucher Sur Jabron, France
12
Debtors
2024
2023
Amounts falling due within one year:
€
€
Amounts owed by group undertakings
1,312
Other debtors
874
2,186
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
13
Creditors: amounts falling due within one year
2024
2023
€
€
Amounts owed to group undertakings
4,111,289
3,845,700
Accruals and deferred income
29,241
27,713
4,140,530
3,873,413
Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary shares of €1 each
50,956,696
50,956,696
50,956,696
50,956,696
A holder of an ordinary share is entitled to one vote in general meetings for each share held, to dividends distributed and to any surplus assets of the company upon liquidation of the company.
15
Profit and loss reserves
2024
2023
€
€
At the beginning of the year
(11,608,264)
(8,664,925)
Loss for the year
(266,913)
(2,943,339)
At the end of the year
(11,875,177)
(11,608,264)
The company's capital and reserves are as follows:
Called up 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.
16
Related party transactions
The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
NATURAL SANTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
17
Ultimate controlling party
The director considers that the parent undertaking of the company is Laboratorios Cinfa, S.A., a company incorporated in Spain, 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., Traversia de Roncesvalles 1, Poligono de Olloki, 31699 Olloki, Navarra, Spain.
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