IRIS Accounts Production v24.1.0.578 06911552 Board of Directors 1.1.23 31.12.23 31.12.23 providing recycling solutions for waste that classically does not have widely available recycling solutions. Free collection programmes are available to collectors sponsored by Brands and paid solutions are available where there is no sponsored programme. ++ Focus has shifted towards areas of recycling outside of food packaging waste, and efforts are concentrated on B2B relationships and offering direct recycling solutions to consumers. 101 104 true false true true false false false true true true true false Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh069115522022-12-31069115522023-12-31069115522023-01-012023-12-31069115522021-12-31069115522022-01-012022-12-31069115522022-12-3106911552ns15:EnglandWales2023-01-012023-12-3106911552ns14:PoundSterling2023-01-012023-12-3106911552ns10:Director12023-01-012023-12-3106911552ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3106911552ns10:FRS1022023-01-012023-12-3106911552ns10:Audited2023-01-012023-12-3106911552ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3106911552ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3106911552ns10:FullAccounts2023-01-012023-12-310691155212023-01-012023-12-3106911552ns10:OrdinaryShareClass12023-01-012023-12-3106911552ns10:Director22023-01-012023-12-3106911552ns10:Director32023-01-012023-12-3106911552ns10:RegisteredOffice2023-01-012023-12-3106911552ns5:CurrentFinancialInstruments2023-12-3106911552ns5:CurrentFinancialInstruments2022-12-3106911552ns5:ShareCapital2023-12-3106911552ns5:ShareCapital2022-12-3106911552ns5:SharePremium2023-12-3106911552ns5:SharePremium2022-12-3106911552ns5:RetainedEarningsAccumulatedLosses2023-12-3106911552ns5:RetainedEarningsAccumulatedLosses2022-12-3106911552ns5:ShareCapital2021-12-3106911552ns5:RetainedEarningsAccumulatedLosses2021-12-3106911552ns5:SharePremium2021-12-3106911552ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3106911552ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-310691155212023-01-012023-12-3106911552ns5:PatentsTrademarksLicencesConcessionsSimilar2023-01-012023-12-3106911552ns5:LeaseholdImprovements2023-01-012023-12-3106911552ns5:PlantMachinery2023-01-012023-12-3106911552ns5:FurnitureFittings2023-01-012023-12-3106911552ns5:ComputerEquipment2023-01-012023-12-3106911552ns5:PlantEquipmentOtherAssetsUnderOperatingLeases2023-01-012023-12-3106911552ns5:PlantEquipmentOtherAssetsUnderOperatingLeases2022-01-012022-12-3106911552ns5:OwnedAssets2023-01-012023-12-3106911552ns5:OwnedAssets2022-01-012022-12-310691155222023-01-012023-12-310691155222022-01-012022-12-3106911552ns10:OrdinaryShareClass12022-01-012022-12-3106911552ns5:PatentsTrademarksLicencesConcessionsSimilar2022-12-3106911552ns5:PatentsTrademarksLicencesConcessionsSimilar2023-12-3106911552ns5:PatentsTrademarksLicencesConcessionsSimilar2022-12-3106911552ns5:LeaseholdImprovements2022-12-3106911552ns5:PlantMachinery2022-12-3106911552ns5:FurnitureFittings2022-12-3106911552ns5:ComputerEquipment2022-12-3106911552ns5:LeaseholdImprovements2023-12-3106911552ns5:PlantMachinery2023-12-3106911552ns5:FurnitureFittings2023-12-3106911552ns5:ComputerEquipment2023-12-3106911552ns5:LeaseholdImprovements2022-12-3106911552ns5:PlantMachinery2022-12-3106911552ns5:FurnitureFittings2022-12-3106911552ns5:ComputerEquipment2022-12-3106911552ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3106911552ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3106911552ns5:WithinOneYear2023-12-3106911552ns5:WithinOneYear2022-12-3106911552ns5:BetweenOneFiveYears2023-12-3106911552ns5:BetweenOneFiveYears2022-12-3106911552ns5:AllPeriods2023-12-3106911552ns5:AllPeriods2022-12-3106911552ns5:DeferredTaxation2022-12-3106911552ns5:DeferredTaxation2023-12-3106911552ns10:OrdinaryShareClass12023-12-31
REGISTERED NUMBER: 06911552 (England and Wales)













STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

TERRACYCLE UK LIMITED

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


TERRACYCLE UK LIMITED

COMPANY INFORMATION
for the Year Ended 31 December 2023







DIRECTORS: T Szaky
R B Perl
J Tremblin





REGISTERED OFFICE: Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1HD





REGISTERED NUMBER: 06911552 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

STRATEGIC REPORT
for the Year Ended 31 December 2023

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

REVIEW OF BUSINESS
The business of TerraCycle UK saw a drop in revenue in 2022 to £5.6m, but the business has managed to maintain revenue in 2023 at £5.4m and increase profit before tax to £463,645. This resulted from the actions taken since the end of 2022 to adjust our cost structure to navigate the slow-down period we experienced when retailers started to provide recycling solutions for flexible packaging in 2021.

We have shifted our focus towards areas of recycling outside of food packaging waste, we continue to concentrate our efforts over the coming year on our B2B relationships and offering direct recycling solutions to consumers. This will offer the business a solid base to grow from in the months and years to come.

PRINCIPAL RISKS AND UNCERTAINTIES
Our business is subject to regulations, including environmental. We constantly evaluate these regulations to make sure we not only comply, but we also help companies comply with their obligations around waste tracking and reporting.

The upcoming launch of the long-awaited UK Extended Producer Responsibility scheme is changing the way brands and manufacturers think about the end of life of packaging in the UK. This will bring both challenges and opportunities.

Our operations rely on a network of reputable third-party waste processors and freight vendors. These have been proven reliable, so we see minimal if any disruption.

We continue to explore recycling solutions for hard-to-recycle waste that still do not have an alternative recycling solution available to them. This means a further focus on product recycling and offering solutions for the B2B sector which has proven to be more resilient to economic and regulatory changes.

KEY PERFORMANCE INDICATORS

The company sets KPI's for the year with clear revenue and profit growth targets. We have a budget review process that occurs monthly, this tracks where revenue and profits are compared to forecast, the forecasted position is updated for the remainder of the year, a review of actuals for the period compared to forecast is also reviewed at the same time. This process gives us a real time view of how the year is going and allows us to take corrective action if needed to stay on track to meet and exceed the KPI's set. Regular review of retention of existing clients year on year, as well as measuring of new lines of business occurs regularly throughout the year.


TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

STRATEGIC REPORT
for the Year Ended 31 December 2023

SECTION 172(1) STATEMENT
The directors of TerraCycle UK Limited are aware of their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would most likely to promote the success of the company and in doing so have regard (amongst other matters) to:

The Directors place a strong emphasis on ensuring the Company are industry leaders in innovative recycling solutions, the Company is a participant in The UK Plastics Pact, actively contributing to the mission to recycle and reuse plastics and other materials, keeping them out of landfills and incinerators.

The Company takes steps to stay compliant with waste legislation and regulations and the Directors look to ensure the business is financially robust, the financial situation is continually assessed, and decisions made as required to maintain that status.

The Company recruits Employees who are passionate about recycling and have the necessary knowledge to strengthen the business further. Over the last 12 months the jobs market has become a lot more competitive, so we have broadened our geographical reach to continue to attract the most suitable and diverse candidates for our open positions. We promote a diverse and inclusive team.

The Company is always assessing its relationships with its clients and their needs, we adapt our offering to ensure we can stay relevant and continue to offer inventive ways to collect and recycle more waste.

We work with recognised suppliers to bolster our processes and ensure continuity and standard of service. This includes working on yearly audit and certification schedules with third-party companies.

The Company strives to prevent as much waste as possible from going to landfill and instead go into a true recycling solution. We do this by Partnering with many companies to provide them solutions, but we also engage the community to participate in our recycling programs. We assist them with local and national media placements to drive awareness so they can collect and return their waste for a donation to a charity of school of their choosing, giving back to the community.

TerraCycle Inc, The Company's ultimate parent expects all entities within the group to act with integrity, act openly, honestly and ethically. TerraCycle Inc maintains effective oversight with respect to business conduct. Integrity is underpinned with Global policies including an Anti-bribery and Corruption policy, Data Protection policy, Equality, Diversity and Inclusion policy, Modern Slavery policy, Fraud and Whistleblowing policy, each of which are regularly reinforced with training.

ON BEHALF OF THE BOARD:





T Szaky - Director


15 April 2024

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2023 will be £1,660,000 (2022: £1,781,472)

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

T Szaky
R B Perl
J Tremblin

QUALIFYING THIRD PARTY INDEMNITY PROVISION
The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

FINANCIAL RISK MANAGEMENT
The company's operations expose it to limited financial risks that include liquidity risk and credit risk.

The group's credit risk is primarily attributable to collection of fees. The company manages this risk through regular review of outstanding receivables, as well as employing strict credit control procedures.

The company manages day to day cash flow through regular monitoring and forecasting at both an individual and group level to ensure that liabilities can be settled as they fall due. If necessary, there is the availability of group support from the ultimate parent company, Terracycle Inc. Further details are set out in the going concern accounting policy.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the 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.

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2023


AUDITORS
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





T Szaky - Director


15 April 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TERRACYCLE UK LIMITED

Opinion
We have audited the financial statements of Terracycle UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, 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 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 2022 and of its profit for the
year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
-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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 and one day from when the financial statements are 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 in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TERRACYCLE UK LIMITED


Matters on which we are required to report by exception
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors that are inconsistent with our overall view of the financial statements.

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 directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TERRACYCLE UK LIMITED


Auditors' 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 a Report of the Auditors 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

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

Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration.
- Enquiring of management concerning policies and procedures relating to complying with laws and regulations and whether there were any instances of non-compliance.
- Enquiring of management concerning policies and procedures relating to mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud.

Discussing with the engagement team and internal specialists where necessary, regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:

1. Revenue recognition;
2. Management override.

Discussing with the engagement team and internal specialists where necessary, the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law.

Audit response to the risks identified
We identified revenue recognition and management override as matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:

1. Reviewing a sample of sales contracts and invoices to ensure sales are legitimate and recognised in the correct accounting period.
2. Reviewing a sample of journals to ensure they are processed for valid business reasons.

Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:

1. Review the financial statement disclosures with completion of a disclosure checklist and testing to supporting documentation to assess compliance with the Companies Act 2006.
2. Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist.
3. A safeguard review of the financial statements by a chartered accountant independent of the audit team.
4. A safeguard review of the corporation tax computation by a chartered tax advisor independent of the audit team.
5. We have checked a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with employment law.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TERRACYCLE UK LIMITED

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.




Emma Crowley (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

16 April 2024

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

INCOME STATEMENT
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

TURNOVER 5,425,497 5,563,948

Cost of sales 932,439 937,011
GROSS PROFIT 4,493,058 4,626,937

Administrative expenses 4,029,413 4,246,209
OPERATING PROFIT 4 463,645 380,728

Interest receivable and similar income - 2,120
PROFIT BEFORE TAXATION 463,645 382,848

Tax on profit 5 110,855 74,613
PROFIT FOR THE FINANCIAL YEAR 352,790 308,235

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

OTHER COMPREHENSIVE INCOME
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

PROFIT FOR THE YEAR 352,790 308,235


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

352,790

308,235

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

BALANCE SHEET
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 7 - -
Tangible assets 8 50,818 56,319
50,818 56,319

CURRENT ASSETS
Stocks 9 51,661 51,068
Debtors 10 2,337,064 3,587,030
Cash at bank 1,617,451 3,185,213
4,006,176 6,823,311
CREDITORS
Amounts falling due within one year 11 2,312,644 3,828,070
NET CURRENT ASSETS 1,693,532 2,995,241
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,744,350

3,051,560

PROVISIONS FOR LIABILITIES 13 10,399 10,399
NET ASSETS 1,733,951 3,041,161

CAPITAL AND RESERVES
Called up share capital 14 2 2
Share premium 15 115,034 115,034
Retained earnings 15 1,618,915 2,926,125
SHAREHOLDERS' FUNDS 1,733,951 3,041,161

The financial statements were approved by the Board of Directors and authorised for issue on 15 April 2024 and were signed on its behalf by:





T Szaky - Director


TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 2 4,399,362 115,034 4,514,398

Changes in equity
Dividends - (1,781,472 ) - (1,781,472 )
Total comprehensive income - 308,235 - 308,235
Balance at 31 December 2022 2 2,926,125 115,034 3,041,161

Changes in equity
Dividends - (1,660,000 ) - (1,660,000 )
Total comprehensive income - 352,790 - 352,790
Balance at 31 December 2023 2 1,618,915 115,034 1,733,951

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Terracycle UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The trading address of the company is 5 Wadsworth Road, Perivale, Greenford UB6 7JD

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements contain information about Terracycle UK Limited as an individual company.These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standards applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. It also requires company management to exercise judgement in applying the company's accounting policies. The currency and presentation of the financial statements is rounded to £1.

Going concern
At the time of approving these financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have assessed the availability of group support from its ultimate parent company, Terracycle Inc., and determined that the company has sufficient working capital for its needs for at least the next 12 months and 1 day from the date of approval of these financial statements. In view of this, the directors consider it appropriate to prepare the financial statements on the going concern basis.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and
11.48(c);
the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirement of paragraph 33.7.

For details on the parent company of the group, and where financial statements may be obtained, please see the Ultimate Parent Company note to these financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Critical accounting estimates and areas of judgement
With regard to the accounting policies adopted by the company, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis.

It is the view of the Directors that there are no critical accounting estimates or critical areas of judgement.

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Accruals - management uses judgement based on the historical experience of the financial and processing teams to estimate the value of invoices received post year end relating to the current year end.

Deferred income - management uses judgement based on underlying contractual documentation, and goods yet to be supplied, to estimate the value of revenue invoiced in the current year which is related to the following year.

The carrying amounts as at the year end for the above sources of estimation uncertainty can be seen in the Creditors note to these financial statements.

Turnover
Turnover relates to the provision of various waste management, collection and processing services.

Turnover is recognised net of value added tax upon provision of the service, and where applicable,fees are deferred and recognised in line with the underlying contractual documentation.

Turnover is generated in the United Kingdom.

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

Patents and licences- Straight line over 10 years


Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - Between 1 and 4 years
Plant and machinery - Straight line over 3 years
Fixtures and fittings - Straight line over 3 years
Computer equipment - straight line over 3 - 5 years

Tangible fixed assets are recognised at initial cost, less depreciation as calculated in line with the above.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

The cost of stocks held is measured on a moving average basis.

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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 when the company becomes party to the contractual provisions of the instrument.

Basic financial assets
Basic financial assets, which include trade and other 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Basic financial liabilities
Basic financial liabilities, including trade and other payables 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. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases including any lease incentives are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash and cash equivalents are basic financial instruments 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.

Share-based payments
Certain employees of the company participate in group share-based payment plans that are administered and settled by the ultimate parent company, TerraCycle Inc. The schemes in place in the current and prior year had fully vested at the year-end date and accordingly, there is no impact on the current year company financial statements.

In the year ended 31 December 2023, several employees were provided with incentive based compensation under the group Restricted Stock Unit Plan.These annual grants are provided subject to forfeiture if the employee leaves the Company for any reason before a Liquidity Event. At the time of a Liquidity Event, each unit will pay to the employee (in cash or stock, depending on the nature of the transaction), an amount equivalent to the consideration paid to shareholders for each Common Share. As at 31 December 2023, no such event has occurred and therefore there is no impact on the current year financial statements.

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

3. EMPLOYEES AND DIRECTORS

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

31.12.2331.12.22
Split between:
Terracycle UK Limited7891
Other group companies2313
101104

The staff numbers above represent the total average monthly employees included on the Terracycle UK Limited payroll and therefore also includes employees whose time is fully or partially recharged as detailed below:

31.12.2331.12.22
££
Wages and salaries4,176,7343,448,829
Social security costs413,407359,946
Pension costs110,40283,747
4,700,5433,892,522

Excluded in the above is £118,528 (2022: £733,598) of staff costs that are recharged to other group companies as part of the Group cost recharges. These costs are in respect of employees of the wider group that are employed by Terracycle UK Limited and have spent time working for other group companies.

In the prior year, this included amounts recharged to the ultimate parent company. Terracycle UK Limited is now a wholly owned subsidiary, and as a result, the company has elected to take advantage of exemption under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', to not disclose the above amounts for the year ended 31st December 2023.

31.12.23 31.12.22
£ £
Directors Remuneration 106,076 102,125
Company pension contribution to defined contribution schemes 8,635 24,372
114,711 126,497

The number of directors for whom retirement benefits are accruing under defined benefit contribution schemes amounted to 1 (2022: 1)

4. OPERATING PROFIT

The operating profit is stated after charging:

31.12.23 31.12.22
£    £   
Hire of plant and machinery 63,243 72,646
Rent 346,034 382,772
Depreciation - owned assets 27,882 64,738
Auditor remuneration 28,285 29,107
Foreign exchange differences 1,228 3,362

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

5. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.23 31.12.22
£    £   
Current tax:
UK corporation tax 110,855 75,948

Deferred tax - (1,335 )
Tax on profit 110,855 74,613

UK corporation tax has been charged at 23.52% .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.23 31.12.22
£    £   
Profit before tax 463,645 382,848
Profit multiplied by the standard rate of corporation tax in the UK of
23.520% (2022 - 19%)

109,049

72,741

Effects of:
Expenses not deductible for tax purposes 707 4,595
Capital allowances in excess of depreciation - (1,388 )
Depreciation in excess of capital allowances 1,099 -
Movement on deferred tax - (1,335 )
Total tax charge 110,855 74,613

Changes to UK corporation tax rates were substantively enacted by the Finance Bill 2021 on 24 May 2021. These included an increase of the corporation tax rate to 25% from 1 April 2023. As this change was substantively enacted at the balance sheet date, where deferred tax is recognised, it is at a rate of 25% in the current year (2022: 19%).

6. DIVIDENDS
31.12.23 31.12.22
£    £   
Ordinary shares of £1 each
Interim 1,660,000 1,781,472

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

7. INTANGIBLE FIXED ASSETS
Patents
and
licences
£   
COST
At 1 January 2023
and 31 December 2023 3,289
AMORTISATION
At 1 January 2023
and 31 December 2023 3,289
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 -

8. TANGIBLE FIXED ASSETS
Improvements Fixtures
to Plant and and Computer
property machinery fittings equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 49,550 17,920 78,636 128,655 274,761
Additions - - - 22,381 22,381
Disposals (40,000 ) (16,825 ) (41,470 ) (17,152 ) (115,447 )
At 31 December 2023 9,550 1,095 37,166 133,884 181,695
DEPRECIATION
At 1 January 2023 49,550 17,920 60,589 90,383 218,442
Charge for year - - 9,151 18,731 27,882
Eliminated on disposal (40,000 ) (16,825 ) (41,470 ) (17,152 ) (115,447 )
At 31 December 2023 9,550 1,095 28,270 91,962 130,877
NET BOOK VALUE
At 31 December 2023 - - 8,896 41,922 50,818
At 31 December 2022 - - 18,047 38,272 56,319

9. STOCKS
31.12.23 31.12.22
£    £   
Stocks 51,661 51,068

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade debtors 1,135,453 1,741,973
Amounts owed by group undertakings 1,008,389 1,776,722
Other debtors 52,116 30,431
Tax 77,145 -
Prepayments and accrued income 63,961 37,904
2,337,064 3,587,030

Trade debtors are stated after an impairment loss of £24,535 (2022: £58,539).

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade creditors 84,344 86,950
Amounts owed to group undertakings 100,820 1,780,228
Corporation tax - 75,948
Social security and other taxes 117,109 114,078
VAT 172,497 170,815
Other creditors - 189
Deferred income 1,214,753 1,151,822
Accrued expenses 623,121 448,040
2,312,644 3,828,070

12. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.23 31.12.22
£    £   
Within one year 34,995 250,755
Between one and five years - 11,151
34,995 261,906

Figures above include VAT where applicable, as this represents the full financial commitment of Terracycle UK Limited arising in future periods.

13. PROVISIONS FOR LIABILITIES
31.12.23 31.12.22
£    £   
Deferred tax 10,399 10,399

Deferred
tax
£   
Balance at 1 January 2023 10,399
Balance at 31 December 2023 10,399

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

14. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
2 Ordinary shares £1 2 2

Issued shares carry full and equal rights to participate in voting in all circumstances and in dividends and in capital distributions, whether on a winding up or otherwise. The shares are not redeemable.

15. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 2,926,125 115,034 3,041,159
Profit for the year 352,790 352,790
Dividends (1,660,000 ) (1,660,000 )
At 31 December 2023 1,618,915 115,034 1,733,949

Share premium
Consideration received for shares issued above their nominal value net of transaction costs.

Retained earnings
Cumulative profit and loss net of distributions to owners.

16. PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The total contributions for the year ended 31 December 2023 were £110,402 (2022: £83,747).

Contributions outstanding at the year ended 31 December 2023 were £8,982 (2022: £8,925).

17. RELATED PARTY DISCLOSURES

Transactions between the Company and its related parties are disclosed below:


Ultimate Parent
Company
Fellow subsidiaries not
wholly owned
2023202220232022
££££
Recharge of expenses paid on behalf of other entity-702,403149,6412,316,628
Recharge of expenses paid by another entity-1,497,1342,46714,919
Amounts owed by related parties at year end-756,191511,0991,001,254
Amounts owed to related parties at year end-1,761,80155,10418,426


In the year, Terracycle UK Limited became a wholly owned subsidiary of Terracycle Inc.

As a result, the company has elected to take advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', to not disclose the above amounts for the year ended 31st December 2023.

TERRACYCLE UK LIMITED (REGISTERED NUMBER: 06911552)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

18. ULTIMATE PARENT COMPANY

TerraCycle NL Holdings BV (incorporated in Netherlands) is regarded by the directors as being the company's immediate parent.

TerraCycle Inc (incorporated in USA) is regarded by the directors as being the company's ultimate parent company. This is the largest group in which the results of the company are consolidated.
TerraCycle NL Holdings BV is the smallest group in which the results of the company are consolidated and are publicly available at TerraCycle NL Holdings BV, Nieuwe Gracht 74, 2011NJ Haarlem, Netherlands.