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Registered number: 02627740














PUREBOND LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
PUREBOND LIMITED
 
 
COMPANY INFORMATION


Directors
Rishi Ramesh Kansagra 
Ramesh S Kansagra 
Bhupendra S Kansagra 




Registered number
02627740



Registered office
Portland House
69-71 Wembley Hill Road

Wembley

Middlesex

HA9 8BU




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
PUREBOND LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Statement of Financial Position
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 24


 
PUREBOND LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their Strategic Report for the year ended 31 December 2023.

Principal activities
 
The principal activity of the Company is that of an investment holding company. The Company holds a 64% majority stake in Nipco Plc, an entity based in Nigeria. The Company extends consistent technical and managerial support to Nipco Plc.
The principal activity of Nipco Plc and its subsidiaries ("the Nipco Group") continues to be buying, storing, selling and distribution of petroleum products to Independent Petroleum Marketers Association of Nigeria (IPMAN) members and other customers. The Nipco Group also markets liquefied petroleum gas (LPG), compressed natural gas (CNG), automated gas oil (AGO), aviation turbine kerosene (ATK), lubricants and hospitality.
11 Plc, based in Nigeria, is 84.17% (2022 - 84.13%) indirectly owned by Nipco Plc and primarily focuses on the marketing of petroleum products and property investments. Its petroleum marketing arm generates revenue through sales of white products and lubricants. Meanwhile, the property division earns from rentals on its investment properties and service stations, as well as revenue generated from its hospitality division. The company also provides technical and managerial support to 11 Plc however due to Nigerian legislation it is no longer able to charge a fee for this work. Income for this work is expected to materialise through future dividends from the subsidiary.
The company has adeptly expanded its investment portfolio to encompass both private company equities and those listed on reputable stock exchanges.

Review of business strategy and future developments
 
The investment in The Nipco Group forms a significant part of the Purebond investment portfolio. The Nipco Group, who's reporting currency is in Naira, reported a 46% increase in revenue and 31% increase in profit before taxation with an overall increase of 2% in the net asset value. The technical management services contract with Nipco Plc continues to produce a stable income stream whilst at the same time favourable trading at the subsidiary is enabling it to diversify its investment portfolio.
Turnover in the year to 31 December 2023 of $9.2m (2022 - $16.9m) reflected a year on year decrease of 45.76%. Turnover has reduced as a result of regulation in Nigeria preventing the company from continuing to charge a fee to 11 PLC for technical management services. However, the company continues to provide these services and anticipates this work will contribute to future investment gains from the subsidiary. The company's operating profit was $7.2m (2022 - $19.6m (as restated)). The shareholders' funds of the Company increased to $52.5m (2022 - $49.5m (as restated)).
The directors are satisfied with the results and believe that the Company remains in a strong position to maintain the investment position and its deliverables whilst diversifying into other investments for growth and increase in income.

Page 1

 
PUREBOND LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The Company's risks are impacted by its investment holdings, with its largest holding being within the oil and gas market. The risks are impacted by the prices of oil and gas which are heavily influenced by the Global Economy and the strength of the US Dollar both of which are heavily influenced by numerous factors that are often unpredictable and cannot be controlled.
The process of price risk management is monitored closely by the management and the directors and is addressed through the implementation of procedures and controls. The product price and markets are monitored daily in line with current demand levels by the management to ensure that the stock levels are adequate and sufficient for the trading activity of the subsidiaries and bought at the optimum price. The key business risks are detailed below.
Investment Risk in equities, stocks and start-ups is managed by undertaking extensive due diligence and close monitoring of the performance of investments. The company manages the risks by investing in a range of underlying and varying extents of leverage in relation to the Directors' assessment of overall market conditions.
While the greater part of the Company's revenues and expenses are denominated in US dollars, the Company remains vigilant of the impact of any significant trading undertaken in foreign currencies

Financial key performance indicators
 
The Board monitors the progress of the company by reference to the following KPls:
ole290a.png
The return on equity experienced a notable decline. This decrease was primarily due to an impairment charge on a subsidiary investment. In the directors' opinion, this investment is in its preliminary phases of mining and holds a promising potential for increased value in the future.

Other key performance indicators
 
The directors are of the opinion there are no non-financial key performance indicators that are key to assessing the overall performance of the company.

Page 2

 
PUREBOND LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Company
 
The directors of the Company must act in accordance with their duties under section 172 of the Companies Act 2006 to promote the success of the Company. The directors have ensured compliance with their duties under section 172 in relation to the Company and its various stakeholders, including its shareholders, employees, customers and suppliers, local community, and the environment.
As required by section 172 of the UK Companies Act 2006, a director of a Company must act in a way he/she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this, the director must have regard, amongst other matters, to the:
- likely consequences of any decisions in the long term; 
- interests of the Company's employees;
- need to foster the Company's business relationships with suppliers, customers and others; 
- impact of the Company's operations on the community and environment;
- Company's reputation for high standards of business conduct; and
- need to act fairly as between members of the Company.
In addition to meeting the needs of our investors and financiers, we take pride in our relationships with our customers and suppliers.
Other key stakeholders
Customers: The Company has no direct UK customers. Its own subsidiaries are the only customers.
Personnel: The Company has no direct UK employees other that the directors.
We understand that our business can only grow and succeed over the long term if we recognise the views and needs of our stakeholders. Understanding our stakeholders is key to ensuring the Board can have informed discussions and factor stakeholder interests into decision-making.
Certain stakeholders are engaged directly at an operational and others at Group level. The Company finds this is a more efficient and effective approach.
A culture of close collaboration with the stakeholders by the procurement team, management team and directors supports an efficient and effective way of delivering value to our stakeholders.
Future developments
The directors aim to consistently optimise investment performance and thereby enhance the growth of the Company.
Post balance sheet events
There are no significant post balance sheet events.


This report was approved by the board on 19 September 2024 and signed on its behalf.



Bhupendra S Kansagra
Director

Page 3

 
PUREBOND LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

Rishi Ramesh Kansagra 
Ramesh S Kansagra 
Bhupendra S Kansagra 

Results and dividends

The profit for the year, after taxation, amounted to $2,975,127 (2022 - $16,489,196).

The company did not pay and dividends in the year (2022 - $nil).

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 4

 
PUREBOND LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Auditors

Sopher + Co LLP were appointed as statutory auditors during the year. Under section 487(2) of the Companies Act 2006Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 19 September 2024 and signed on its behalf.
 





Bhupendra S Kansagra
Director

Page 5

 
PUREBOND LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PUREBOND LIMITED
 

Opinion


We have audited the financial statements of Purebond 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 the related notes, including a summary of significant accounting policiesThe 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 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.


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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 
PUREBOND LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PUREBOND LIMITED (CONTINUED)

Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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 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.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 Directors' Responsibilities Statement set out on page 4, 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.


Page 7

 
PUREBOND LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PUREBOND LIMITED (CONTINUED)

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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations was as follows:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the investment sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, environmental and health and safety legislation; 
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the Company’s remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships; 
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the Company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations
Page 8

 
PUREBOND LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PUREBOND LIMITED (CONTINUED)

to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 Auditors' Report.


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 2006Our 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 Auditors' 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.





Martyn Atkinson FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

19 September 2024
Page 9

 
PUREBOND LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
$
$

  

Turnover
 4 
9,190,175
16,944,535

Gross profit
  
9,190,175
16,944,535

Administrative expenses
  
(2,624,031)
(1,389,811)

Fair value movements
 12 
695,176
4,090,489

Operating profit
  
7,261,320
19,645,213

Income from shares in group undertakings
 8 
871,828
837,007

Income from fixed asset investments
 8 
-
252,836

Amounts written off investments
 8 
(3,604,648)
(1,537,859)

Interest receivable and similar income
 9 
165,073
189,178

Interest payable and similar expenses
 10 
(156,253)
-

Profit before tax
  
4,537,320
19,386,375

Tax on profit
 11 
(1,562,193)
(2,897,179)

Profit for the financial year
  
2,975,127
16,489,196

There was no other comprehensive income for 2023 (2022 - $nil).

The notes on pages 13 to 24 form part of these financial statements.

Page 10

 
PUREBOND LIMITED
REGISTERED NUMBER:02627740

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
$
$

Fixed assets
  

Investments
 12 
55,295,664
35,829,897

Current assets
  

Debtors: amounts falling due within one year
 13 
3,750,967
12,234,557

Cash at bank and in hand
 14 
388,816
2,827,353

  
4,139,783
15,061,910

Current liabilities
  

Creditors: amounts falling due within one year
 15 
(6,950,551)
(1,382,038)

Net current (liabilities)/assets
  
 
 
(2,810,768)
 
 
13,679,872

Total assets less current liabilities
  
52,484,896
49,509,769

  

Net assets
  
52,484,896
49,509,769


Capital and reserves
  

Called up share capital 
 17 
6,551
6,551

Profit and loss account
 18 
52,478,345
49,503,218

  
52,484,896
49,509,769


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2024.




Bhupendra S Kansagra
Director

The notes on pages 13 to 24 form part of these financial statements.

Page 11

 
PUREBOND LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

$
$
$

At 1 January 2023 (as previously stated)
6,551
34,584,228
34,590,779

Prior year adjustment - correction of error
-
14,918,990
14,918,990

At 1 January 2023 (as restated)
6,551
49,503,218
49,509,769



Profit for the year
-
2,975,127
2,975,127


At 31 December 2023
6,551
52,478,345
52,484,896


The notes on pages 13 to 24 form part of these financial statements.




STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

$
$
$

At 1 January 2022 (as previously stated)
6,551
30,197,683
30,204,234

Prior year adjustment - correction of error
-
2,816,339
2,816,339

At 1 January 2022 (as restated)
6,551
33,014,022
33,020,573



Profit for the year
-
16,489,196
16,489,196


At 31 December 2022
6,551
49,503,218
49,509,769


The notes on pages 13 to 24 form part of these financial statements.

Page 12

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Purebond Limited is a private limited company registered in England and Wales. The registered address and principal place of business is at Portland House 69 - 71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU. 
The principal activity of the company is that of an investment company.
The company's functional and presentational currency is the United States Dollar ($). 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the 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 Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Solai Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 13

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

At the reporting date the company had net current liabilities. The directors have obtained assurances from Solai Holdings Limited, the company's parent undertaking, that funds will continue to be made available to the company so that it will be able to carry on trading and meet its financial obligations as and when they fall due for at least twelve months from the date the accounts are approved. The accounts have therefore been prepared under the going concern basis. 

 
2.5

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.6

Turnover

Turnover comprises management fees receivable for technical and management services provided during the year, excluding value added tax.
Management fees are recognised in the period the service was provided.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method.

Page 14

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Investments in office art are carried at market value at the date of the last revaluation undertaken by an independent professional valuer. Valuations are obtained with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.

 
2.10

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

Page 15

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Basic financial instruments

Basic financial instruments include trade and other debtors, trade and other creditors, cash and cash equivalents, and related party loans.
Trade and other debtors are recognised initially at the transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest.
Interest bearing borrowings classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, they are stated at amortised cost using the effective interest method. 
Cash and cash equivalents comprise cash balances and call deposits.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have considered the following key judgements and estimations:
1. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. The directors use judgment to determine whether the information available to them is sufficient to be able to reliably estimate the market value.
2. Where unlisted investments are revalued to their estimated fair value, the values have been estimated using various sources of information such as the financial statements of the undertaking or the share price according to a share transaction that took place close to the reporting date.


4.


Turnover

The whole of the turnover relates to management fee income derived from subsidiary undertakings resident in Nigeria.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
$
$

Exchange differences
1,909,842
617,284

Page 16

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
$
$

Fees payable to the Company's auditors for the audit of the Company's financial statements
31,823
28,095


7.


Employees

There were no employees during the year or previous year other than the directors, who received no remuneration.


8.


Income from investments

2023
2022
$
$

Dividends received - investments in subsidiaries
871,828
837,007

Income from other fixed asset investments
-
252,836

Impairment charge - investments in subsidiaries
(3,080,725)
-

Loss on disposal of fixed asset investments
(523,923)
(1,537,859)

(2,732,820)
(448,016)







9.


Interest receivable

2023
2022
$
$


Interest receivable from group companies
47,362
153,705

Bank and other interest receivable
117,711
35,473

165,073
189,178

Page 17

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

2023
2022
$
$


Interest payable to group companies
155,710
-

Other interest payable
543
-

156,253
-


11.


Taxation


2023
2022
$
$

Corporation tax


Current tax on profits for the year
1,545,425
2,897,179

Adjustments in respect of previous periods
(41,334)
-

1,504,091
2,897,179


Double taxation relief
(922,708)
(1,694,454)

581,383
1,202,725

Foreign tax


Foreign tax on income for the year
980,810
1,694,454

Total current tax
1,562,193
2,897,179
Page 18

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the effective rate of corporation tax in the UK of 23.52% (2022 -19%). The differences are explained below:

As restated
2023
2022
$
$


Profit on ordinary activities before tax
4,537,320
19,386,376


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
1,067,202
3,683,411

Effects of:


Expenses not deductible for tax purposes
684,324
(483,945)

Adjustments to tax charge in respect of prior periods
(41,334)
-

Share of taxable profits/(losses) from investments in partnerships
(1,042)
-

Non-taxable dividends received
(205,059)
(207,070)

Foreign tax less double taxation relief
58,102
-

Other timing differences
-
(95,217)

Total tax charge for the year
1,562,193
2,897,179


Factors that may affect future tax charges

From 1 April 2023 the rate of corporation tax will remain at 19% for companies with an annual profit of £50,000 or less, increase to 25% for companies with an annual profit of £250,000 or more, and increase to a marginal rate for companies with profits between £50,000 and £250,000. These thresholds are divided by the number of associated companies. The thresholds are denominated in £ sterling.

Page 19

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Fixed asset investments





Investments in subsidiary companies
Investments in associates
Listed investments
Unlisted investments
Office art
Total

$
$
$
$
$
$



Cost or valuation


At 1 January 2023
10,304,501
-
1,870,045
23,517,772
137,578
35,829,896


Additions
-
9,913,412
7,235,831
5,402,074
-
22,551,317


Disposals
-
-
-
(700,000)
-
(700,000)


Revaluations
-
-
(152,282)
666,812
180,646
695,176


Transfer between classes
-
4,229,672
(1,388,131)
(2,841,541)
-
-



At 31 December 2023

10,304,501
14,143,084
7,565,463
26,045,117
318,224
58,376,389



Impairment


Charge for the period
-
3,080,725
-
-
-
3,080,725



At 31 December 2023

-
3,080,725
-
-
-
3,080,725



Net book value



At 31 December 2023
10,304,501
11,062,359
7,565,463
26,045,117
318,224
55,295,664



At 31 December 2022
10,304,501
-
1,870,045
23,517,772
137,578
35,829,896

During the year the company purchased additional shares in an unlisted investment resulting in ownership increasing such that it is now an associate. The investment of $2,841,541 has been transferred between classes from investments in unlisted investments to investments in associates.
During the year the company also purchased additional shares in a listed investment resulting in ownership increasing such that it is now an associate. The investment of $1,388,131 has been transferred between classes from investments in listed investments to investments in associates.

Page 20

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company. 

Name

Registered office

Class of shares

Holding

Nipco plc
1 & 15 Dockyard Road, Apapa, Lagos, Nigeria
Ordinary
63.94%
Nipco Gas Limited*
Same as Nipco plc
Ordinary
63.94%
Nipco Investments Limited*
Same as Nipco plc
Ordinary
63.94%
22 Hospitality Limited*
Same as Nipco plc
Ordinary
63.94%
Nipco E&P Limited*
Same as Nipco plc
Ordinary
63.94%
44 Hospitality Limited*
Same as Nipco plc
Ordinary
63.94%
11 plc*
1 Mobil Road, Apapa, Lagos, Nigeria
Ordinary
53.82%
11 Hospitality Limited*
Same as 11 plc
Ordinary
53.82%
11 Real Estates Limited*
Same as 11 plc
Ordinary
53.82%
Capital Hotel plc*
1 Ladi Kwali Way, Wuse, Zone 4, Abuja, Nigeria
Ordinary
54.89%

* denotes the subisidiary is indirectly owned and is under the control of Nipco plc.


13.


Debtors

2023
2022
$
$


Trade debtors
523
12,186,621

Other debtors
1,284,799
27,874

Prepayments and accrued income
2,465,645
20,062

3,750,967
12,234,557



14.


Cash and cash equivalents

2023
2022
$
$

Cash at bank and in hand
388,816
2,827,353


Page 21

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Creditors: Amounts falling due within one year

2023
2022
$
$

Trade creditors
3,853
-

Amounts owed to group undertakings
6,881,846
1,183,608

Corporation tax
-
170,333

Accruals and deferred income
64,852
28,097

6,950,551
1,382,038


Amounts owed to group undertakings comprise a loan from Solai Holdings Limited, the company's parent undertaking, of $6,558,601 (2022 - $1,183,607). The loan is unsecured, repayable on demand and bears interest at 2.25% above the Bank of England base rate.
It also comprises an overpayment of $323,245 (2022 - $nil) received in respect of management fees due from 11 plc, an indirect subsidiary undertaking. The balance is interest free and repayable on demand.


16.


Financial instruments

2023
2022
$
$

Financial assets


Financial assets measured at fair value through profit or loss
34,317,620
28,352,748

Financial assets measures at amortised cost less impairment
25,117,827
22,539,049

59,435,447
50,891,797


Financial liabilities


Financial liabilities measured at amortised cost
6,885,699
1,183,607


Financial assets measured at fair value through profit or loss comprise listed investments, unlisted investments, office art, and cash and cash equivalents.
Financial assets measured at amortised cost less impairment comprise investments in subsidiaries, investments in associates, trade debtors, other debtors and accrued income.
Financial liabilities measured at amortised cost comprise trade creditors and amounts owed to group undertakings.

Page 22

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Share capital

2023
2022
$
$
Allotted, called up and fully paid



5,000 Ordinary shares of £1.00 each
6,551
6,551



18.


Reserves

Profit and loss account

The profit and loss reserve contains the cumulative balance of retained profit and losses since the company started trading. It is a distributable reserve.


19.


Prior year adjustments

1) A brought forward impairment on an investment in subsidiary undertaking of $2,816,339 has been reversed by way of a prior year adjustment as evidence shows this investment wasn't impaired. As a consequence, investments in subsidiaries in The Statement of Financial Position, and profit and loss reserves in The Statement of Changes in Equity have both been increased by $2,816,339 as at 01 January 2022 and 31 December 2022. There is no change to profit in the year ended 31 December 2022 as a result of this restatement.
2) A fair value adjustment on an unlisted investment was incorrectly calculated in 2022. This has been recalculated and corrected by way of a prior year adjustment. As a consequence, unlisted investments in The Statement of Financial Position as at 31 December 2022 and fair value movements in the Statement of Comprehensive Income for the year ended 31 December 2022 have both increased by $12,102,651.
The net impact of the prior year adjustments is an increase of net profit in the Statement of Comprehensive Income for the year ended 31 December 2022 of $12,102,651, an increase in net assets as at 01 January 2022 of $2,816,339 and an increase in net assets as at 31 December 2022 of $14,918,990.


20.Other financial commitments

At the year end the company had financial commitments contracted for but not provided for in these financial statements of $29,867 (2022 - $29,867). 


21.


Related party transactions

The company has taken advantage of the exemption not to disclose transactions entered into between group entities where both enties are wholly owned by the group. 
During the year the company received management fees of $9,190,175 (2022 - $16,944,535) and dividends of $774,693 (2022 - $837,007) from entities in which the company exercises control. At the reporting date the entity was owed $2,465,645 (2022 - $12,186,621) from one of these entities, included in accrued income (2022 - trade debtors). In addition, at the reporting date the company owed $323,245 (2022 - $nil) to another of these entities in respect of an overpayment of management fees, included in amounts owed to group undertakings.

Page 23

 
PUREBOND LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Controlling party

The company's immediate parent undertaking is Solai Holdings Limited, a company incorporated in England and Wales with its registered office address at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU.
The ultimate parent company is Matel Limited, a company incorporated in Jersey with its registered office address at Oriel House, York Lane, St Helier, Jersey, JE2 4YH.
The ultimate controlling party is The Pavel Trust.
Solai Holdings Limited is the largest and smallest group which includes the company and for which group accounts are prepared. The consolidated accounts are available from Companies House.

 
Page 24