Company registration number 12542326 (England and Wales)
PURECIRCLE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PURECIRCLE LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 18
PURECIRCLE LIMITED
COMPANY INFORMATION
Directors
Mr J D Gray
Mr M N Levy
Mr N T Yates
(Appointed 1 February 2024)
Company number
12542326
Registered office
Ingredion House
Manchester Green
339 Styal Road
Manchester
Lancashire
M22 5LW
Auditor
Azets Audit Services Limited
12 King Street
Leeds
LS1 2HL
PURECIRCLE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Fair review of the business
During the current year the company continued to hold investments in its subsidiaries.
Principal risks and uncertainties
From the perspective of the company, the principal risks relate to the impairment of the carrying value of the fixed asset investments (note 10). The directors continually monitor and assess changes in legislation regularly to ensure that any legal or compliance risk is managed appropriately.
Key performance indicators
The directors monitor the company's and the PureCircle Group's financial performance against strategic objectives using key performance indicators (KPI’s) on a regular basis. These KPI’s include net sales and operating income excluding depreciation and amortisation of its subsidiaries, working capital, and other company initiatives.
Future Developments
There are no future developments planned for the company.
Directors' Duties & Responsibilities
Section 172 of the Companies Act of 2006 requires the directors to take into consideration the interests of the stakeholders in their decision making. The directors have regard to the interests of the company's employees and other stakeholders, including its impact to the community, the environment, and its reputation, when making their decisions. The directors consider what is likely to promote the success for the company for its members in the long-term in all their decision making.
Mr M N Levy
Director
2 August 2024
PURECIRCLE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their directors' report for the period ended 31 December 2023.
Principal activities
The principal activity of the company is that of a holding company.
Results and dividends
The results for the year are set out on page 7. No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr J D Gray
Mr M N Levy
Mr T S W A Wan Hamzah
(Resigned 25 January 2024)
Mr H M Lai (Alternate to Mr T S W A Wan Hamzah)
(Resigned 25 January 2024)
Dr J Xu
(Resigned 31 January 2024)
Mr N T Yates
(Appointed 1 February 2024)
Mr H M Lai served during the year only in the capacity as Alternate Director to Mr T S W Wan Hamzah.
Supplier payment policy
The company's current policy concerning the payment of creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London, WC1A 1DU).
The company's current policy concerning the payment of creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the company's contractual and other legal obligations.
Auditor
The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr M N Levy
Director
2 August 2024
PURECIRCLE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors are responsible for preparing the annual report 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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.
PURECIRCLE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PURECIRCLE LIMITED
- 4 -
Opinion
We have audited the financial statements of PureCircle Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
PURECIRCLE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PURECIRCLE LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' 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 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 directors' responsibilities statement, 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 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 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
PURECIRCLE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PURECIRCLE LIMITED
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias; and
Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Claire Needham (Senior Statutory Auditor)
For and on behalf of Azets Audit Services Limited
2 August 2024
Chartered Accountants
Statutory Auditor
12 King Street
Leeds
LS1 2HL
PURECIRCLE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
$'000
$'000
Administrative expenses
39
(577)
Other operating income
12
Operating profit/(loss)
3
39
(565)
Investment income
6
2
6,504
Interest payable to group undertakings
7
(389)
Result before taxation
41
5,550
Tax on result
8
222
(551)
Result and total comprehensive income for the financial year
263
4,999
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
PURECIRCLE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
$'000
$'000
$'000
$'000
Non-current assets
Intangible assets
9
343
367
Investments
10
292,962
292,962
293,305
293,329
Current assets
Trade and other receivables
12
175
185
Cash and cash equivalents
285
299
460
484
Current liabilities
Trade and other payables
13
1,034
1,357
Current tax liabilities
12
-
1,046
1,357
Net current liabilities
(586)
(873)
Net assets
292,719
292,456
Equity
Called up share capital
14
5,542
5,542
Share premium account
15
291,068
291,068
Merger reserve
16
(1,420)
(1,420)
Retained earnings
(2,471)
(2,734)
Total equity
292,719
292,456
The financial statements were approved by the board of directors and authorised for issue on 2 August 2024 and are signed on its behalf by:
Mr M N Levy
Director
Company registration number 12542326
PURECIRCLE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Share premium account
Merger reserve
Retained earnings
Total
$'000
$'000
$'000
$'000
$'000
Balance at 1 January 2022
5,542
291,068
(1,420)
(7,733)
287,457
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
4,999
4,999
Balance at 31 December 2022
5,542
291,068
(1,420)
(2,734)
292,456
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
263
263
Balance at 31 December 2023
5,542
291,068
(1,420)
(2,471)
292,719
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information
PureCircle Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ingredion House, Manchester Green, 339 Styal Road, Manchester, M22 5LW. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date; and
related party disclosures for transactions with wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Ingredion Incorporated. The group accounts of Ingredion Incorporated are available to the public and can be obtained as set out in note 18.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
PureCircle Limited is a subsidiary of Ingredion Incorporated and the results of PureCircle Limited are included in the consolidated financial statements of Ingredion which are available to the public and can be obtained as set out in note 18.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.3
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.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Intellectual Property - Straight line over 20 years
Licences - Straight line over the life of the agreement
1.4
Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.5
Impairment of tangible and intangible assets
At each reporting 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents include deposits held at call with banks.
1.7
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.8
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the 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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Foreign exchange
Transactions in currencies other than US dollars 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
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Key sources of estimation uncertainty
Carrying value of fixed asset investments
Investments are assessed each year for indicators of impairment against the carrying value of the investment. Where indicators are identified the discounted future cash flows of the investments are considered in assessing whether the valuation of the investment is supported or whether impairment is required. Future cash flows and the discount rate used are significant estimates in this situation. No indicators of impairment have been identified in the current period.
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
3
Operating profit/(loss)
2023
2022
Operating profit/(loss) for the year is stated after charging/(crediting):
$'000
$'000
Exchange (gains)/losses:
Realised
1
(6)
Unrealised
(14)
33
Amortisation of intangible assets (included within administrative expenses)
24
23
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Directors
5
5
No directors emoluments have been recognised in relation to services to the company. The directors who served the company also held director positions in other companies within the wider Group. The directors remuneration is disclosed in, and recognised in the company in which they spend the majority of their time. The directors conclude that there is no way of allocating a proportionate element of their emoluments to the company, and hence no cost has been disclosed.
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
$'000
$'000
For audit services
Audit of the financial statements of the company
22
22
For other services
Accounts preparation
3
3
Total non-audit fees
3
3
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
6
Investment income
2023
2022
$'000
$'000
Interest income
Interest on bank deposits
2
Interest receivable from group companies
19
Total interest revenue
2
19
Income from fixed asset investments
Income from shares in group undertakings
6,485
Total income
2
6,504
7
Finance costs
2023
2022
$'000
$'000
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
389
8
Taxation
2023
2022
$'000
$'000
Current tax
UK corporation tax on profits for the current period
12
-
Adjustments in respect of prior periods
(234)
549
Total UK current tax
(222)
549
Overseas withholding taxes
2
(222)
551
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Taxation
(Continued)
- 16 -
The charge for the year can be reconciled to the profit per the income statement as follows:
2023
2022
$'000
$'000
Profit before taxation
41
5,550
Expected tax charge based on a corporation tax rate of 23.50% (2022: 19.00%)
10
1,055
Effect of expenses not deductible in determining taxable profit
2
Income not taxable
(1,232)
Adjustment in respect of prior years
(234)
549
Group relief
177
Effect of overseas withholding tax
-
2
Taxation (credit)/charge for the year
(222)
551
9
Intangible fixed assets
Intellectual Property
Licences
Total
$'000
$'000
$'000
Cost
At 31 December 2022
414
10,000
10,414
At 31 December 2023
414
10,000
10,414
Amortisation and impairment
At 31 December 2022
47
10,000
10,047
Charge for the year
24
-
24
At 31 December 2023
71
10,000
10,071
Carrying amount
At 31 December 2023
343
-
343
At 31 December 2022
367
-
367
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
10
Investments
Current
Non-current
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Investments in subsidiaries
-
-
292,962
292,962
11
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
I - Generation Inc.
Delaware
Ordinary Shares
100.00
-
PureCircle USA Holdings Inc.
Delaware
Ordinary Shares
100.00
-
PureCircle USA Inc.
Delaware
Ordinary Shares
100.00
-
PureCircle (China) Limited
Hong Kong
Ordinary Shares
100.00
-
PureCircle Sdn. Bhd.
Malaysia
Ordinary Shares
100.00
-
PureCircle Trading Sdn. Bhd.
Malaysia
Ordinary Shares
100.00
-
PureCircle (UK) Limited
United Kingdom
Ordinary Shares
100.00
-
PureCircle Africa Limted
Kenya
Ordinary Shares
99.99
0.01
PureCircle Mexico SA de CV
Mexico
Ordinary Shares
99.40
0.60
PureCircle South America Sociedad Anonlma
Paraguay
Ordinary Shares
99.99
0.01
Purecircle Natural Ingredient India Private Limited
India
Ordinary Shares
99.00
1.00
PureCircle do Brasil Comercio, Importacao e Exportacao Ltda
Brazil
Ordinary Shares
1.00
99.00
PCM Pure Circle de Mexico SA de CV
Mexico
Ordinary Shares
0.20
99.80
PureCircle (Jiangxi) Co. Ltd
China
Ordinary Shares
-
100.00
PureCircle (Shanghai) Co. Ltd
China
Ordinary Shares
-
100.00
PureCircle China Agriculture Development Co. Ltd
China
Ordinary Shares
-
100.00
PureCircle Company LLC
Delaware
Ordinary Shares
-
100.00
PureCircle (S.E.A) Sdn Bhd
Malaysia
Ordinary Shares
-
100.00
PureCircle Company UK Limited
United Kingdom
Ordinary Shares
-
100.00
12
Trade and other receivables
2023
2022
$'000
$'000
Amounts owed by fellow group undertakings
175
Prepayments and accrued income
185
175
185
PURECIRCLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
13
Trade and other payables
2023
2022
$'000
$'000
Amount owed to parent undertaking
170
Amounts owed to subsidiary undertakings
687
550
Accruals and deferred income
334
347
Other payables
13
290
1,034
1,357
14
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$'000
$'000
Issued and fully paid
Ordinary A of 1p each
335,661,275
335,661,275
4,157
4,157
Ordinary B of 1p each
111,874,671
111,874,671
1,385
1,385
447,535,946
447,535,946
5,542
5,542
15
Share premium account
2023
2022
$'000
$'000
At the beginning and end of the year
291,068
291,068
16
Merger reserve
2023
2022
$'000
$'000
At the beginning and end of the year
(1,420)
(1,420)
Other reserves consist of a merger reserve created following a merger of a subsidiary on 31 December 2020.
17
Related party transactions
At the year end $Nil (2022: $169,000) was due to Ingredion Incorporated, the ultimate parent company.
At the year end $175,000 (2022: $Nil) was due from Ingredion UK Limited, a fellow group subsidiary of Ingredion Incorporated. This has arisen as a result of group tax relief of $175,000 within the year.
18
Controlling party
The immediate and ultimate parent undertaking is Ingredion Incorporated, which is incorporated in the state of Delaware, USA, and listed on the New York Stock Exchange (NYSE).
The largest and smallest group in which the financial statements of the company are consolidated is that headed by Ingredion Incorporated. Copies of its group financial statements which include the company are available from 5 Westbrook Corporate Center, Westchester, Illinois, United States, 60154.
2023-12-312023-01-01Mr J D GrayMr M N LevyMr T S W A Wan HamzahMr H M Lai (Alternate to Mr T S W A Wan Hamzah)Dr J XuMr N T YatesfalseCCH SoftwareiXBRL Review & Tag 2022.2125423262023-01-012023-12-3112542326bus:Director12023-01-012023-12-3112542326bus:Director22023-01-012023-12-3112542326bus:Director62023-01-012023-12-3112542326bus:Director32023-01-012023-12-3112542326bus:Director42023-01-012023-12-3112542326bus:Director52023-01-012023-12-3112542326bus:RegisteredOffice2023-01-012023-12-31125423262023-12-31125423262022-01-012022-12-3112542326core:ContinuingOperations2023-01-012023-12-311254232612023-01-012023-12-311254232612022-01-012022-12-3112542326core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3112542326core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31125423262022-12-3112542326core:WithinOneYear2023-12-3112542326core:WithinOneYear2022-12-3112542326core:ShareCapital2023-12-3112542326core:ShareCapital2022-12-3112542326core:SharePremium2023-12-3112542326core:SharePremium2022-12-3112542326core:RetainedEarningsAccumulatedLosses2023-12-3112542326core:RetainedEarningsAccumulatedLosses2022-12-31125423262021-12-3112542326core:OtherReservesSubtotal2022-12-3112542326core:OtherReservesSubtotal2023-12-3112542326core:ShareCapitalOrdinaryShares2023-12-3112542326core:ShareCapitalOrdinaryShares2022-12-3112542326core:Held-to-maturityFinancialAssets2023-01-012023-12-3112542326core:UKTax2023-01-012023-12-3112542326core:UKTax2022-01-012022-12-3112542326core:ForeignTax12023-01-012023-12-3112542326core:ForeignTax12022-01-012022-12-3112542326core:CopyrightsPatentsTrademarksServiceOperatingRights2022-12-3112542326core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3112542326core:CopyrightsPatentsTrademarksServiceOperatingRights2023-12-3112542326core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-12-3112542326core:CopyrightsPatentsTrademarksServiceOperatingRights2022-12-31125423262022-12-3112542326core:CopyrightsPatentsTrademarksServiceOperatingRights2023-01-012023-12-311254232612023-01-012023-12-3112542326core:CurrentFinancialInstruments2023-12-3112542326core:CurrentFinancialInstruments2022-12-3112542326bus:PrivateLimitedCompanyLtd2023-01-012023-12-3112542326bus:FRS1012023-01-012023-12-3112542326bus:Audited2023-01-012023-12-3112542326bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP