REGISTERED NUMBER: 08235481 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

NATURA BISSE INTERNATIONAL LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J M Borrell Gallardo

M V Fisas Verges

REGISTERED OFFICE:

55 Loudoun Road

St. John's Wood

London

NW8 0DL

BUSINESS ADDRESS:

4th Floor

15 Grosvenor Gardens

London

SW1W 0BD

REGISTERED NUMBER:

08235481 (England and Wales)

AUDITORS:

mgr Weston Kay LLP

Chartered Accountants

Statutory Auditors

55 Loudoun Road

St John's Wood

London

NW8 0DL

FIXED ASSETS

Intangible assets

3

544

9,254

Tangible assets

4

54,361

81,779

54,905

91,033

CURRENT ASSETS

Stocks

20,102

16,292

Debtors

5

329,294

404,851

Cash at bank and in hand

300,749

163,141

650,145

584,284

CREDITORS

Amounts falling due within one year

6

(1,918,809

)

(1,188,678

)

NET CURRENT LIABILITIES

(1,268,664

)

(604,394

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,213,759

)

(513,361

)

CAPITAL AND RESERVES

Called up share capital

8

3,900,000

3,900,000

Retained earnings

(5,113,759

)

(4,413,361

)

SHAREHOLDERS' FUNDS

(1,213,759

)

(513,361

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 12 May 2026 and were signed on its behalf by:

J M Borrell Gallardo - Director

1.	ACCOUNTING POLICIES

Accounting convention

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

During the year ended 31 December 2025, the company made a loss after tax of £700,398 (2024: £561,501), at the balance sheet date the company had net current liabilities of £1,268,664 (2024: £604,394) and net liabilities of £1,213,759 (2024: £513,361).

The company continues to meet its day to day working capital requirements through loans from Natura Bisse International S.A. of £1,681,779 (2024: £1,036,733) which the holding company has confirmed will continue to be made available. Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis and they do not include any adjustments that would result from a withdrawal of support.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover arising from the sale of cosmetic products is recognised when the significant risk and rewards of ownership of the goods have passed to the buyer (upon delivery), the amounts of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover arising from commissions is recognised on delivery of the goods on sale of which commission is due.

Turnover arising from the sale of services in the form of spa treatments is recognised on the day the treatment takes place.

Cost of sales are recognised in the same period as the related revenue.

Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software 3-10 years

Website 3-6 years

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

33% on cost and 25% straight line

Fixtures and fittings

-

25% straight line and 10% on cost

Computer equipment

-

25% straight line

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Taxation

The tax expense represents the sum of the tax currently payable.

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.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Foreign exchange

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

2.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2024 - 23 ) .

3.	INTANGIBLE FIXED ASSETS

Computer

Website

software

Totals

£

£

£

COST

At 1 January 2025

16,062

56,361

72,423

Disposals

-

(1,283

)

(1,283

)

At 31 December 2025

16,062

55,078

71,140

AMORTISATION

At 1 January 2025

12,060

51,109

63,169

Amortisation for year

4,002

3,425

7,427

At 31 December 2025

16,062

54,534

70,596

NET BOOK VALUE

At 31 December 2025

-

544

544

At 31 December 2024

4,002

5,252

9,254

4.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2025

37,043

156,544

193,587

Additions

-

7,285

7,285

Disposals

-

(9,549

)

(9,549

)

At 31 December 2025

37,043

154,280

191,323

DEPRECIATION

At 1 January 2025

15,808

96,000

111,808

Charge for year

7,409

22,606

30,015

Eliminated on disposal

-

(4,861

)

(4,861

)

At 31 December 2025

23,217

113,745

136,962

NET BOOK VALUE

At 31 December 2025

13,826

40,535

54,361

At 31 December 2024

21,235

60,544

81,779

5.

DEBTORS

31.12.25

31.12.24

£

£

Amounts falling due within one year:

Trade debtors

242,763

317,945

Amounts owed by group undertakings

6,437

17,093

Other debtors

43,681

32,812

292,881

367,850

Amounts falling due after more than one year:

Other debtors

36,413

37,001

Aggregate amounts

329,294

404,851

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

43,221

58,446

Amounts owed to participating interests

1,681,779

1,036,733

Taxation and social security

93,170

38,852

Other creditors

100,639

54,647

1,918,809

1,188,678

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

£

Within one year

72,825

72,825

Between one and five years

16,161

88,986

88,986

161,811

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

3,900,000

Ordinary A

£1

3,900,000

3,900,000

During the year 375,000 shares were acquired by the parent company from a director.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nigel Walfisz FCA (Senior Statutory Auditor)

for and on behalf of mgr Weston Kay LLP

10.	RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption available in accordance with FRS 102 section 33 'Related party disclosures' not to disclose transactions between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

11.	PARENT COMPANY

The parent is Natura Bisse International S.A., a company incorporated in Spain. The address of their registered office is Parc Tecnologic del Valles, Carrer Creu Casas i Sicart 96, Cerdanyola, Barcelona, 08290, Spain.

12.	COMPANY INFORMATION

Natura Bisse International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 55 Loudoun Road, St John's Wood, London, NW8 0DL. The principal place of business is 15 Grosvenor Gardens, London, SW1W 0BD.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.