Registration number:
Choice of Nature Limited
for the Year Ended 31 December 2024
Choice of Nature Limited
Contents
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Company Information |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Choice of Nature Limited
Company Information
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Director |
Mr Michael Maurice Farah |
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Registered office |
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Auditors |
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Choice of Nature Limited
Director's Report for the Year Ended 31 December 2024
The director presents his report together with the audited financial statements of Choice of Nature Limited (“the Company”) for the year ended 31 December 2024.
Director of the Company
The director of the Company has held office during the year and up to the date of signing this report was as follow:
Dividends
The director did not recommend any dividend for the year ended 31 December 2024 (2023: nil).
Principal activity
The principal activity of the Company is the sale of cosmetic and personal-care products through the Amazon platform, along with centralized procurement of raw materials and other services to support the Group’s operations.
Review of business
The Company considers its key performance indicators to be revenue and net profits. For the year ended 31 December 2024, the Company achieved revenue of £677,995 comprising of turnover and other operating income. A net loss of £48,165 reflects increased operational investments aimed at supporting long-term growth. These strategic expenditures are expected to strengthen the Company’s market position and drive improved performance in the future.
Future developments
The Company expects to continue supporting the Group’s international distribution, e-commerce activities on Amazon and procurement functions. No significant changes in operational structure are anticipated for 2025.
Political donations
The Company has not made any political and charitable contributions during the year.
Streamlined Energy and Carbon Reporting (SECR)
The Company is a low energy user (consumption below 40,000 kWh) and hence is exempt from reporting.
Going concern
The financial statements have been prepared on a going concern basis. The Company has received a letter of support from its parent company, Gapardis Health & Beauty Inc. (USA), confirming its intention to provide financial support for a period of at least twelve months from the date of approval of these financial statements. Although Gapardis Health & Beauty Inc. is primarily a holding company, it has the ability to direct the financial resources of its profitable and liquid subsidiaries and is therefore able to ensure that adequate funding is available to the Company as and when required. Based on consolidated cash flow projections, Gapardis Health & Beauty Inc. has confirmed that sufficient resources are available to provide such support.
Subsequent events
The director confirms that there have been no material post balance sheet events requiring disclosure in these financial statements.
Qualifying indemnity provisions
No qualifying third-party indemnity provisions were in place during the year or at the date of approval of this report.
Choice of Nature Limited
Director's Report for the Year Ended 31 December 2024 (continued)
Disclosure of information to the auditors
The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditors are unaware.
Auditors
The auditors KNAV are deemed to be appointed under section 487(2) of the Companies Act 2006.
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
This report was approved by the
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Choice of Nature Limited
Statement of Director's Responsibilities
The director acknowledges his responsibilities 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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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 him 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.
Choice of Nature Limited
Independent Auditor's Report to the Members of Choice of Nature Limited
Opinion
We have audited the financial statements of Choice of Nature Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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. |
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 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.
Other matter
The financial statements of the Company for the year ended 31 December 2023 were unaudited. Our opinion on the current period’s financial statements is not modified in respect of this matter.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
Choice of Nature Limited
Independent Auditor's Report to the Members of Choice of Nature Limited (continued)
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Director's Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's Report.
We have nothing to report in respect of the following matters where 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; or |
• | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities [set out on page 4], 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 have no realistic alternative but to do so.
Choice of Nature Limited
Independent Auditor's Report to the Members of Choice of Nature Limited (continued)
Auditor 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud and error.
We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. The primary responsibility for prevention and detection of fraud rests with both those charged with governance of the entity and management.
Based on our understanding of the Company and the industry, discussions with the management, we identified Companies Act 2006, Financial Reporting Standard 102 and UK taxation legislation as having a direct effect on the amounts and disclosures in the financial statements.
As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any area with an increased risk of fraud.
Our audit procedures included:
- enquiry of management about the Company's policies, procedures and related controls regarding compliance with the laws and regulations and if there are any known instances of non-compliance;
- examining supporting documents for all material balances, transactions and disclosures;
- review of the minutes of the meetings conducted by the Board of Directors;
- enquiry of management of legal matters during the year;
- evaluation of the selection and application of accounting policies related to subjective measurements and complex transactions;
- analytical procedures to verify unusual or unexpected relationships;
- testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements; and
- review of accounting estimates for biases
Owing to the inherent limitations of an audit there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The potential effects of inherent limitations are particularly significant in case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Choice of Nature Limited
Independent Auditor's Report to the Members of Choice of Nature Limited (continued)
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Hygeia Building
Ground Floor
66-68 College Road
Middlesex
HA1 1BE
2025-137-UK
Choice of Nature Limited
Profit and Loss Account for the Year Ended 31 December 2024
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2024 |
(Unaudited) |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Distribution costs |
( |
( |
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Administrative expenses |
( |
( |
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Other operating income |
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Operating loss |
( |
( |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
( |
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Loss before tax |
( |
( |
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Loss for the financial year |
( |
( |
Choice of Nature Limited
(Registration number: 03187475) (England and Wales)
Balance Sheet as at 31 December 2024
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Note |
2024 |
(Unaudited) |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net assets/(liabilities) |
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( |
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Capital and reserves |
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Called up share capital |
1,100 |
100 |
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Share premium |
273,050 |
- |
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Retained earnings |
(136,088) |
(87,923) |
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Shareholders' funds/(deficit) |
138,062 |
(87,823) |
These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
The financial statements were approved and authorised for issue by the
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Choice of Nature Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
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Share capital |
Retained earnings |
Total |
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At 1 January 2023 |
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( |
( |
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Loss for the year |
- |
( |
( |
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At 31 December 2023 |
100 |
(87,923) |
(87,823) |
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2024 |
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- |
( |
( |
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Loss for the year |
- |
- |
( |
( |
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Share capital issued |
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- |
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At 31 December 2024 |
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( |
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Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
Choice of Nature Limited "the Company" is a private company limited by share capital, incorporated in England and Wales. The nature of the Company's operation and its principal activities are set out in the Directors' report on page 2.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
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Accounting policies |
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The preparation of financial statements in compliance with FRS 102 Section 1A requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The Company has made certain reclassifications and regroupings in the comparative numbers in these financial statements to conform to the classifications used in the current financial year. These changes have no impact on the previously reported net profit. The reclassifications and regroupings have been made for better presentation.
The Company's presentation and functional currency is Pounds Sterling (£). The financial statements are rounded to the nearest £.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Going concern
The financial statements have been prepared on a going concern basis. The Company has received a letter of support from its parent company, Gapardis Health & Beauty Inc. (USA), confirming its intention to provide financial support for a period of at least twelve months from the date of approval of these financial statements. Although Gapardis Health & Beauty Inc. is primarily a holding company, it has the ability to direct the financial resources of its profitable and liquid subsidiaries and is therefore able to ensure that adequate funding is available to the Company as and when required. Based on consolidated cash flow projections, Gapardis Health & Beauty Inc. has confirmed that sufficient resources are available to provide such support.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
Sale of goods:
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
• the Company has transferred the significant risks and rewards of ownership to the buyer;
• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
• it is probable that the company will receive the consideration due under the transaction; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Other operating income
Other operating income includes sales and marketing income from services to the Group undertaking (e.g., advertising and promotions). Recognised when services are rendered on an accrual basis, measured at fair value. Related party transactions comply with fair market value and transfer pricing regulations.
Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Foreign currency transactions and balances
At each year 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 year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in statement of profit and loss.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit and loss account except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
- The recognition of deferred tax assets is limited to the extent that it is probable that deferred tax assets will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
- Any deferred tax balances are reversed when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current liabilities.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.
Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is determined using the weighted average cost method.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Provisions
Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Financial instruments
Classification
Recognition and measurement
Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms of financed at a rate of interest that is not a market rate or in case of an out-right short term loan not at a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Impairment
For financial assets measured as amortised cost, the impairment loss is measured as the difference between an asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate. If a financial asset has a variable interest rate, the discounted rate for measuring any impairment loss is the current effective interest rate determined under the contract.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Critical accounting judgements and estimation uncertainity |
The preparation of financial statements in accordance with FRS 102 section 1A requires the use of certain accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, and expenses. The following areas involve a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements:
Provision for doubtful debts
The Company assesses the recoverability of trade debtors at each reporting date and recognises a provision for doubtful debts based on a combination of specific reviews of individual balances, historical loss rates and the age of the debt.
Provision for slow moving and obsolete inventory
Stock is reviewed regularly for obsolescence and slow-moving items. A provision is made against inventory that is considered slow moving or obsolete. Estimates are based on management’s assessment of future demand, condition of stock, and ageing analysis. These estimates are reviewed and updated regularly.
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Staff numbers |
The average monthly number of persons employed by the Company (including the director) during the year, was
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Stocks |
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2024 |
(Unaudited) |
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Finished goods |
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Debtors |
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2024 |
(Unaudited) |
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Trade debtors |
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Amounts owed by group undertakings |
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Prepayments |
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Trade debtors include amounts owed by group undertakings amounting to £66,642 (2023: £50,075)
The balance of the amounts owed by group undertakings are interest free, unsecured and repayable on demand.
Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Creditors |
Creditors: amounts falling due within one year
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2024 |
(Unaudited) |
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Due within one year |
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Trade creditors |
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Other creditors (refer note 9) |
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Taxation and social security |
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Trade creditors include amounts owed to group undertakings amounting to £95,241 (2023: £277,094)
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Share capital |
Allotted, called up and fully paid shares
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2024 |
(Unaudited) |
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No. |
£ |
No. |
£ |
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1,100 |
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100 |
On 31 December 2024, an intercompany balance of £274,050 was converted into equity. The Company issued 1,000 ordinary shares with a par value of £1 per share, increasing share capital by £1,000. The remaining amount of £273,050 was credited to share premium.
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Related party transactions |
Other creditors include expenses totalling £10,161 were incurred by the director on behalf of the Company in the normal course of business. These expenses relate to operational and administrative costs necessary for the Company’s ongoing activities and remain outstanding as at 31 December 2023 and 31 December 2024. The amounts are repayable to the director, are unsecured, interest-free, and repayable on demand.
Choice of Nature Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Ultimate controling party |
The Company's immediate parent is
The intermediate parent companies are Mitchell Cosmetics Inc and Eudora Group Inc which are incorporated in USA.
The ultimate controlling parties of the Company are Mr Michel Farah and Ms Sunita Ajay Ramnathkar, who exercise control through their respective shareholdings in the intermediate parent undertakings, Mitchell Cosmetics Inc. (51%) and Eudora Group Inc. (49%).
There is no parent undertaking that produces consolidated financial statements available for public use.
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Subsequent events |
There have been no significant events affecting the Company since the year end.