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Registered number: 01477674









P B GELATINS U.K. LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
P B GELATINS U.K. LIMITED
 
 
COMPANY INFORMATION


Directors
Miguel de Potter 
Alexis Paolo Bortoluzzi 




Registered number
01477674



Registered office
Unit A6 Severn Road
Treforest Industrial Estate

Pontypridd

CF37 5SQ




Independent auditor
Nortons Assurance Limited
Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

RG6 1RB





 
P B GELATINS U.K. LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Director's Report
4 - 7
Independent Auditor's Report
8 - 11
Profit and Loss Account
12
Balance Sheet
13
Statement of Changes in Equity
14
Notes to the Financial Statements
15 - 28

 
P B GELATINS U.K. LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Business review
 
The company is a manufacturing company and produces high quality gelatin to the market with over 90% of sales being exported mainly to Europe, Asia and the US.
The operating loss for the year ended 31 December 2023 is £6,468,195  (2022: £7,963,475 loss). 
The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate.
Health and Safety continues to be a priority at PB Gelatins. The company continues to invest in Environmental, Health and Safety and works closely with its stakeholders.
The company follows stringent production procedures documented within the IS09001:2015 quality system, for which original accreditation has been held since 1992. The company achieved ISO22000 in 2015, an International standard relating to the safety of foodstuffs with PAS 220, a standard which specifies requirements for prerequisite programs to assist in controlling food safety risks within the manufacturing processes of international food supply chains.

Principal risks and uncertainties
 
The management of the business and execution of the Tessenderlo Group NV group's strategy; of which this Company forms a part; are subject to a number of risks. Key business risks principally relate to market competition, both from a national and international perspective and the retention of suitably qualified employees. Business risks are reviewed regularly by the directors of the Tessenderlo Group NV and appropriate processes are put in place to monitor and mitigate their impact.

Financial key performance indicators
 
The key performance indicators are considered to be revenue and operating loss. These figures are contained within the financial statements on pages 12 to 29.

Page 1

 
P B GELATINS U.K. LIMITED
 

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

Directors' statement of compliance with duty to promote the success of the Company
 
In line with the Companies Act requirement for periods commencing on or after January 1, 2020, the Directors set out below their key considerations and the steps they have taken with regard to the "enlightened  shareholder value" requirements of s172 in performing their duties.
The Directors consider that they have acted in good faith and in a manner that would be most likely to promote the success of the company for the benefit of their stakeholders.
Our strategy will deliver a long-term beneficial impact to the company and the specific stakeholders as follows:
To our employees - the directors recognize that our people are the most important factor behind our success. In a global business where knowledge and expertise are essential, we build on our experienced and motivated employees who have in-depth knowledge and understanding of both the company and our products. HR managers, who make up part of each of the different management teams, are focused on the deployment of the updated business strategies by shaping the organization, defining clear roles and responsibilities, as well as attracting: retaining and developing the right people and building motivated teams that will realize the objectives of the group. They also guide the company through the cultural changes that are necessary for the successful implementation of the transformation plans.

To our customers - we aim to remain focused on increasing logistics efficiency; de-bottlenecking plants, implementing coordinated procurement and sourcing activities, realizing operational excellence, profitable growth and- of course - our customers. Put simply, it is only by continuously addressing these issues that we can better serve the markets in which we operate.

To our suppliers - we aim to ensure our suppliers receive prompt payment for their invoices, foster good working relationships, and work together on areas of mutual interest, with a strong focus on sustainable value creation.

To the environment -being part of Tessenderlo Group, we are driven by a bold and inspiring vision: we want to ensure that life on our planet will thrive by helping to create a world that makes the most of its resources. At PB Gelatins UK Limited, we achieve this, among others by creating value from bio-residuals.

Acting fairly -  being part of Tessenderlo Group, we embrace the group "6 attitudes" - we aim to carry out the positive, courageous, curious: and connected attitudes and demonstrate decisive and focused behaviour, ensuring the highest standards of ethical behaviour within our Code of Conduct at all times.

By delivering on these aims, the directors believe they will contribute to enhancing the company's reputation in a positive way and provide an improved financial return to our shareholders. At all times, the directors will strive to make informed decisions, in a responsible way with due regard to the various stakeholder interests in a responsible, fair, and reasonable way.
 

Page 2

 
P B GELATINS U.K. LIMITED
 

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


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



................................................
Alexis Paolo Bortoluzzi
Director

Date: 17 March 2025
Page 3

 
P B GELATINS U.K. LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the director is required to:


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

Results and dividends

The loss for the year, after taxation, amounted to £7,015,322 (2022 - loss £7,027,186).

Directors

The directors who served during the year were:

Myriam Anna Lonneville (resigned 30 June 2023)
Wim Yvonne Godfried Poot (resigned 28 January 2025)
Stefaan Haspeslagh (appointed 30 June 2023, resigned 31 December 2023)

After the year end on 28 January 2025, Alexis Bortoluzzi was appointed as a director of the company.

Page 4

 
P B GELATINS U.K. LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial Risk Management

The company's operations expose it to a variety of financial risks that include the effects of changes in price risk, credit risk, foreign exchange movements, liquidity risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company.
Price risk
The company is exposed to commodity price risk as a result of its operations. However, given the size of the company's operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.
Credit risk
The company's financial assets are cash, trade receivables, amounts owed by group undertakings and other debtors. The company's credit risk is primarily attributable to its trade receivables which are presented in the statement of financial position net of allowances for doubtful debts. Provision for doubtful debts is made when specific customer events or circumstances give rise to evidences of a reduction in the recoverable cash flows associated with the debt. The company has no significant concentration of credit risk with exposure spread over a large number of customers. The credit risk on cash balances is limited because the counterparties are banks with high credit ratings assigned by appropriate credit rating agencies.
Foreign exchange risk
The company undertakes transactions denominated in foreign currencies and is exposed to exchange rate fluctuations on these transactions. The company does not use foreign exchange forward contracts to hedge these exposures.
Liquidity risk
The company holds no external debt, all financing is through intercompany loans from its direct parent.
Interest rate cash flow risk
The company has both interest bearing assets and interest bearing liabilities. Interest bearing liabilities comprise mainly group loans at variable rates. Cash balances earn interest at variable rates.
 

Page 5

 
P B GELATINS U.K. LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going Concern

The European bone gelatin currently faces significant challenges. Declining demand in the Western world, a market shift towards alternative products, and customer migration to low-cost countries is creating intense pressure on our pricing and cost structure. 
Looking ahead, the company believes that the European bone gelatin will continue to experience difficult market conditions. Given these ongoing challenges, combined with the need for substantial further investments to maintain an efficient production, we find the European bone gelatin business lacking any viable path forward. 
Therefore, Tessenderlo Group has announced its intention to restructure its operations. 
 
Consequently, on November 21st 2024, the company has formally opened an information and consultation process with the employees’ representatives to analyze potential options for its plants in Treforest. This announcement marks the start of the information and consultation process, in alignment with British law. Throughout this period, management will work collaboratively to explore potential solutions and alternatives with the works council and employees' representatives of Treforest. 
 
Our commitment is to conduct this process constructively and transparently. 
Although no final decision has been made, we regret that this announcement may bring unrest and uncertainty to our people and community for the coming times.
 
After about 3 months, constructive negotiations have taken place, and are still ongoing.
 
The directors rely on the continuing support of Tessenderlo Chemie NV to enable the company to meet its obligations as they fall due and to continue to trade and based on this ongoing support the directors consider that it is appropriate to prepare the financial statements on a going concern basis.

Qualifying third party indemnity provisions

Directors’ and officers’ insurance cover has been established for all Directors to provide appropriate cover for their reasonable actions on behalf of the Company. The indemnities, which constitute a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006, were in force during the 2023 financial year and remain in force for all current and past Directors of the Company.

Page 6

 
P B GELATINS U.K. LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Greenhouse gas emissions, energy consumption and energy efficiency action

The directors have shown below the Statement of Carbon Emissions. This covers Scope 1 to 2. The company has chosen tonnes per tonnes of gelatin produced as an appropriate ratio.
The total amount of CO2e emissions in the 2023 financial year were 15,352 CO2e (2023: 16,143 CO2e). The total kWh used in Scope 1 & 2 emissions was 75,255,162 kWh (2022: 80,196,589 kWh).


2023
2022

Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
13947
14437

Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
2020
1706

The company has used the UK Government's GHG Conversion factors for reporting 2023 and 2022 to calculate its carbon emissions.
During 2023, the company has not introduced any new energy efficiency measures.



Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

he 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 auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Nortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
Alexis Paolo Bortoluzzi
Director

Date: 17 March 2025
Page 7

 
P B GELATINS U.K. LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED
 

Opinion


We have audited the financial statements of P B Gelatins U.K. Limited (the 'Company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, the Balance Sheet, 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 loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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 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.


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements, which indicates that the group has opened an information and consultation process with the employees’ representatives to analyse potential options for its plants in Treforest, this process is ongoing.  As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the director's assessment of the Company's ability to continue to adopt the going concern basis of accounting included in the relevant section of this report.


Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.


Page 8

 
P B GELATINS U.K. LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is responsible for the other information contained within the Annual ReportOur 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.


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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's 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 Director's 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 director's 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 Director's Responsibilities Statement set out on page 4, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 9

 
P B GELATINS U.K. LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)


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.


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:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows: 
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage the results. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. 
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation. 
 


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 Auditor's Report.


Page 10

 
P B GELATINS U.K. LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 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.





Anthony Campbell (Senior Statutory Auditor)
  
for and on behalf of
Nortons Assurance Limited
 
Statutory Auditor
  
Second Floor
NOW Building
Thames Valley Park
Reading
RG6 1RB

17 March 2025
Page 11

 
P B GELATINS U.K. LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£


Turnover
54,663,642
43,965,490

Cost of sales
(51,454,737)
(42,529,149)

Gross profit
3,208,905
1,436,341

Distribution costs
(957,241)
(804,535)

Administrative expenses
(5,973,737)
(7,473,010)

Exceptional administrative expenses
-
(1,364,753)

Other operating (expenses)/income
(2,746,122)
242,482

Operating loss
(6,468,195)
(7,963,475)

Interest payable and similar expenses
(1,419,611)
(425,918)

Loss before tax
(7,887,806)
(8,389,393)

Tax on loss
872,484
1,362,207

Loss for the financial year
(7,015,322)
(7,027,186)

There are no items of other comprehensive income for 2023 or 2022 other than the loss for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 15 to 28 form part of these financial statements.

Page 12

 
P B GELATINS U.K. LIMITED
REGISTERED NUMBER: 01477674

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
58,604
98,128

Tangible assets
 14 
9,234,528
7,475,327

  
9,293,132
7,573,455

Current assets
  

Stocks
 15 
31,627,322
21,770,863

Debtors: amounts falling due within one year
 16 
8,133,943
9,163,726

Cash at bank and in hand
 17 
19,534
735

  
39,780,799
30,935,324

Creditors: amounts falling due within one year
 18 
(44,140,134)
(26,542,066)

Net current (liabilities)/assets
  
 
 
(4,359,335)
 
 
4,393,258

Total assets less current liabilities
  
4,933,797
11,966,713

Creditors: amounts falling due after more than one year
 19 
(303,484)
(321,078)

  

Net assets
  
4,630,313
11,645,635


Capital and reserves
  

Called up share capital 
 21 
9,825,000
9,825,000

Share premium account
 22 
95,000
95,000

Profit and loss account
 22 
(5,289,687)
1,725,635

  
4,630,313
11,645,635


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Alexis Paolo Bortoluzzi
Director

Date: 17 March 2025

The notes on pages 15 to 28 form part of these financial statements.
Page 13

 
P B GELATINS U.K. LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
9,825,000
95,000
8,752,821
18,672,821


Comprehensive income for the year

Loss for the year
-
-
(7,027,186)
(7,027,186)
Total comprehensive income for the year
-
-
(7,027,186)
(7,027,186)



At 1 January 2023
9,825,000
95,000
1,725,635
11,645,635


Comprehensive income for the year

Loss for the year
-
-
(7,015,322)
(7,015,322)
Total comprehensive income for the year
-
-
(7,015,322)
(7,015,322)


At 31 December 2023
9,825,000
95,000
(5,289,687)
4,630,313


The notes on pages 15 to 28 form part of these financial statements.

Page 14

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

PB Gelatins UK Limited, the Company, is a private cmpany limited by shares, incorporated in the United Kingdom under the Companies Act are registered in Engand and Wales.  The registered office amd principal place of business is Unit A6 Severn Road, Treforest Industrial Estate, Pontypridd, CF37 5SQ.  
The principal activity of the company during the year was the manufacture and sale of pharmaceutical, photographic and edible gelatins.. 

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.

This information is included in the consolidated financial statements of Tessenderlo Group nv as at 31 December 2023 and these financial statements may be obtained from Troonstraat 130 Rue du Trone,1050 Brussels.

Page 15

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The European bone gelatin currently faces significant challenges. Declining demand in the Western world, a market shift towards alternative products, and customer migration to low-cost countries is creating intense pressure on our pricing and cost structure. 
Looking ahead, the company believes that the European bone gelatin will continue to experience difficult market conditions. Given these ongoing challenges, combined with the need for substantial further investments to maintain an efficient production, we find the European bone gelatin business lacking any viable path forward. 
Therefore, Tessenderlo Group has announced its intention to restructure its operations. 
 
Consequently, on November 21st 2024, the company has formally opened an information and consultation process with the employees’ representatives to analyze potential options for its plants in Treforest. This announcement marks the start of the information and consultation process, in alignment with British law. Throughout this period, management will work collaboratively to explore potential solutions and alternatives with the works council and employees' representatives of Treforest. 
 
Our commitment is to conduct this process constructively and transparently. 
Although no final decision has been made, we regret that this announcement may bring unrest and uncertainty to our people and community for the coming times.
 
After about 3 months, constructive negotiations have taken place, and are still ongoing.
The directors rely on the continuing support of Tessenderlo Chemie NV to enable the company to meet its obligations as they fall due and to continue to trade and based on this ongoing support the directors consider that it is appropriate to prepare the financial statements on a going concern basis.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 16

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Multi-employer pension plan

The Company is a member of a multi-employer plan. Where it is not possible for the Company to obtain sufficient information to enable it to account for the plan as a defined benefit plan, it accounts for the plan as a defined contribution plan.

Page 17

 
P B GELATINS U.K. 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 balance sheet 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 balance sheet 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
from 5 to 30 years as appropriate
Plant and machinery
-
from 5 to 30 years as appropriate
Motor vehicles
-
from 3 to 5 years as appropriate

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual amounts. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Inventory Provisioning
The company manufactures and sells gelatin and is subject to changing consumer demands. As a result it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considered the nature and condition of the inventory, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sale of goods
54,663,642
43,965,490


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
38,547,948
25,355,918

USA
15,883,076
18,024,250

Other
232,618
585,322

54,663,642
43,965,490



5.


Other operating (expenses)/income

2023
2022
£
£

Other operating (expenses)/income
(2,746,122)
242,482



6.


Exceptional items

2023
2022
£
£


Exceptional costs - Drainage
-
1,364,753

Page 20

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
62,168
(125,381)

Other operating lease rentals
109,231
104,225


8.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Company's auditor and its associates in connection with the Company's pension scheme(s) in respect of:

Audit-related assurance services
17,750
16,500


9.


Employees

Staff costs, including director's remuneration, were as follows:


2023
2022
£
£

Wages and salaries
4,767,460
4,773,614

Social security costs
497,274
535,469

Cost of defined contribution scheme
212,275
225,158

5,477,009
5,534,241


The average monthly number of employees, including the director, during the year was as follows:


        2023
        2022
            No.
            No.







Production and maintenance
69
69



Selling and distribution
4
3



Administration
24
21

97
93

Page 21

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Director's remuneration

2023
2022
£
£

Director's emoluments
78,670
155,231



11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
10,761
8,717

Loans from group undertakings
1,408,850
417,201

1,419,611
425,918


12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(872,484)
(1,306,180)

Adjustments in respect of previous periods
-
(56,027)


(872,484)
(1,362,207)


Total current tax
(872,484)
(1,362,207)
Page 22

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

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

2023
2022
£
£


Loss on ordinary activities before tax
(7,887,806)
(8,389,393)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(1,855,212)
(1,593,985)

Effects of:


Non-taxable income
-
(53,569)

Expenses not deductible
-
88,238

Deferred tax asset not recognised
982,728
253,136

Adjustment from previous periods
-
(56,027)

Total tax charge for the year
(872,484)
(1,362,207)


Factors that may affect future tax charges

Following the 2021 Budget announcement, the rate of corporation tax increased from 19% to 25% from 1 April 2023.  Accordingly the losses have been taxed at 23.52% rather than 19%.
 
There are no factors affecting future tax charges.

Page 23

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets




Computer software

£



Cost


At 1 January 2023
1,069,037


Transfers between classes
(5,588)



At 31 December 2023

1,063,449



Amortisation


At 1 January 2023
970,909


Charge for the year on owned assets
33,936



At 31 December 2023

1,004,845



Net book value



At 31 December 2023
58,604



At 31 December 2022
98,128



Page 24

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets





Freehold land and buildings
Plant and machinery
Motor vehicles
Assets under construction
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
4,779,357
19,571,227
215,550
81,452
24,647,586


Additions
29,384
259,972
-
2,445,734
2,735,090


Disposals
-
-
-
(7,800)
(7,800)


Transfers between classes
5,598
223,088
-
(234,274)
(5,588)



At 31 December 2023

4,814,339
20,054,287
215,550
2,285,112
27,369,288



Depreciation


At 1 January 2023
2,488,727
14,471,472
212,060
-
17,172,259


Charge for the year on owned assets
167,376
791,635
3,490
-
962,501



At 31 December 2023

2,656,103
15,263,107
215,550
-
18,134,760



Net book value



At 31 December 2023
2,158,236
4,791,180
-
2,285,112
9,234,528



At 31 December 2022
2,290,630
5,099,755
3,490
81,452
7,475,327

Freehold land and buildings include freehold land with a value of £388,201 (2022: £388,201) which has not been depreciated.


15.


Stocks

2023
2022
£
£

Raw materials and consumables
1,353,146
1,038,495

Work in progress
25,236,321
15,222,873

Finished goods and goods for resale
5,037,855
5,509,495

31,627,322
21,770,863



 

Page 25

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

2023
2022
£
£


Trade debtors
1,330,141
724,315

Amounts owed by group undertakings
4,192,658
7,793,483

Other debtors
2,313,453
398,286

Prepayments and accrued income
297,691
247,642

8,133,943
9,163,726



17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
19,534
735



18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,305,025
2,335,174

Amounts owed to group undertakings
41,598,856
22,194,928

Other taxation and social security
85,780
198,225

Accruals and deferred income
1,150,473
1,813,739

44,140,134
26,542,066



19.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Government grants received
303,484
321,078


A welsh government grant was obtained to support capital expenditure at the site. All conditions have now been met.

Page 26

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
19,534
735


Financial liabilities


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
Financial assets are debt instruments measured at amortised costs comprise of; trade debtors, other debtors and amounts owed by group undertakings.
Financial liabilities measured at amortised cost comprise of; trade creditors, other creditors, accruals and amounts owed to group undertakings. 


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



9,825,000 (2022 - 9,825,000) Ordinary shares of £1.00 each
9,825,000
9,825,000



22.


Reserves

Share premium account

Share premium account represents the amount subscribed for share capital in excess of the nominal amounts.

Profit and loss account

The profit and loss account represents the accumulated profits, losses and distribution of the Company.


23.


Pension commitments

The Company operates a Defined Contribution Pension Scheme. The pension charge for the year amounted to £212,275 (2022: £225,158).

The Company operates a Defined Benefit Pension Scheme. However, the scheme is a multiple employer scheme and the Company is unable to identify its share of the underlying assets and liabilities, the participating employers in the scheme are Tessenderlo Fine Chemicals Limited and PB Gelatins U.K. Limited. Under the multi-employer exemptions under FRS 102 the scheme has been accounted for as a defined contribution scheme.

Page 27

 
P B GELATINS U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
137,432
52,000

Later than 1 year and not later than 5 years
497,918
208,000

Later than 5 years
147,542
164,667

782,892
424,667


25.


Controlling party

The immediate parent undertaking is Tessenderlo Holding UK Limited, a company incorporated in the UK and registered in England and Wales.
The ultimate parent undertaking is Tessenderlo Group NV, a company registered in Belgium. Tessenderlo Group NV is the parent of both the smallest and largest group in respect of which group financial statements are prepared.
The results of the Company are included in the consolidated financial statements of Tessenderlo Group NV. Copies of these financial statements are publicly available at Tessenderlo Group NV, 1050 Brussels, Troonstraat 130, Brussels and may be obtained from the Tessenderlo Group NV website.
 
Page 28