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Registered Number:14179494













PGSA HOLDINGS LIMITED






ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023











 
PGSA HOLDINGS LIMITED
 

 
COMPANY INFORMATION


Directors
S A Aspin 
P J Gray 




Registered number
14179494



Registered office
106 Claydon Business Park
Great Blakenham

Ipswich

Suffolk

IP6 0NL




Independent auditor
Sumer Auditco Limited
Statutory Auditor

Fitzroy House

Crown Street

Ipswich

Suffolk

IP1 3LG






 
PGSA HOLDINGS LIMITED
 


CONTENTS



Pages
Group Strategic Report
1 - 2
Directors' Report
3 - 5
Independent Auditor's Report
6 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12 - 13
Company Balance Sheet
14
Consolidated Statement of Changes in Equity
15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17 - 18
Consolidated Analysis of Net Debt
19
Notes to the Financial Statements
20 - 41



 
PGSA HOLDINGS LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2023.

Business review
 
2023 was a very challenging year for the Food Service industry as well as the wider economy.
Coronarvirus was still around, albeit a lot less impact than in 2021 and 2022, which had an impact on the supply chain of our business, as our suppliers were having some difficulties in procuring component parts to build their products. The lead time for our products and services remained an issue in some of our product range. Despite this, the demand for our products and services were exceptionally strong and some of our key customers were very positive about the future and we saw a high level of demand in the industry.
The wars between Russia and Ukraine, and Israel and Hamas, has continued to have a major impact in the world, particularly with the substantial increase in inflation due to the significant price increases in utilities, goods, and services and goods traffic flow. Inflation in the UK in 2023 was c8%, a slight reduction on 2022 with the current outlook being a further reduction in 2024. UK base Interest rates have increased substantially to 5.25%, UK growth is flat.  Confidence in the UK is very important and we have to significantly address these issues as it puts pressure on individuals and business spending. 
The UK political back drop was still volatile as we head to a general election, probably in 2024.
Covid, the two Wars, the economic and political backdrop still had a significant effect on exchange rates throughout 2023. Sterling was very volatile throughout the year. Against the US Dollar reaching the highest rate of 1.3135 in mid-July reaching its lowest rate of 1.1830 in March and ending the year at 1.2739. Against the Euro the lowest point in the year was at 1.115 in February, with the highest point of 1.1746 in July, ending the year at 1.1533.
Work continues to improve margins, control and reduce overheads where possible. We have continued to develop and offer new products to our customers, and continue to look at finding new overhead suppliers who provide the same or improved levels of service at a reduced cost.
Sales of the trading subsidiary decreased from £18.5m to £18.0m, however the company remains confident about its future growth as demographics and life style trends support an increase in food service activity. Potential “Market disruptions” continue to be kept under constant review along with the impact of inflationary pressures.
The gross margin of the trading subsidiary decreased from 26.3% to 23.7% due to rising costs and inflation.
Overall, the trading subsidiary made a profit before tax of £539,660 (2022 £1,550,177) and has net assets of £8,501,021 (2022 £8,086,074).


- 1 -



 
PGSA HOLDINGS LIMITED
 


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

Principal risks and uncertainties
 
The risks faced by the Group are reviewed by the Directors and appropriate processes are put in place to monitor and mitigate them. The biggest risks facing the Group are as follows:
Exchange rate fluctuations
The risk facing the Group is the exposure to currency fluctuations as a major importer of equipment and spare parts. This is continually monitored and managed with the effective utilization of forward contracts. Management continues to monitor exchange rates on a daily basis with a view to taking advantage of any significant positive movements in the foreign exchange markets. The Group only enters into foreign exchange forward contracts to fix underlying costs and does not seek to actively trade any instruments in their own rights.
Inflation
Inflation is impacting not only the UK but the World, with the price of utilities rocketing along with food and material prices. The Group is constantly reviewing product margins and ensuring any increases are passed on to the Group's customers or the Group provides an alternative solution which is more cost effective if possible.
Liquidity and cash flow risk
The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The Group is exposed to cash flow interest rate risk on its loans. The Directors have mitigated this risk by using a fixed rate of interest. 


This report was approved by the Board on 18 June 2024 and signed on its behalf.



S A Aspin
Director


- 2 -



 
PGSA HOLDINGS 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' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group'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 and the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The Company's principal activity is that of a non-trading investment holding company. 
The Group's principal activities during the period were the selling of commercial catering equipment and the provision of aftercare on these products.

Results and dividends

The profit for the year, after taxation, amounted to £219,991 (2022 - £223,048).

The Directors do not recommend the payment of a dividend.

Directors

The Directors who served during the period and to the date of this report, were:

S A Aspin 
P J Gray 


- 3 -



 
PGSA HOLDINGS LIMITED
 

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

Financial instruments

The Group does not actively use financial instruments as part of its financial risk management except for forward foreign exchange contracts and bank loans. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures.
The Group's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and to fix the sterling cost of imported components by entering into forward exchange contracts relating to USD and Euros at the time of ordering and to fix any interest rates on bank and other loans.
The Group's exposure to the price risk of financial instruments is minimal. As the counterparty to all financial instruments is its bankers, it is also exposed to minimal credit and liquidity risks in respect of these instruments. Its cash flow risk is in respect of forward currency purchases is also minimal as it aims to pay suppliers in accordance with their stated terms, matching the maturity of the currency purchases. Forward currency contracts are utilised to hedge against the foreign exchange cash flow risk.
The Directors do not consider any other risks attaching to the use of financial instruments to be material to the assessment of its financial position or profit. 

Research and development activities

The Group's policy on research and development is to maintain expenditure at a level to ensure, where appropriate, that all products retain their competitive position in the marketplace. 

Matters covered in the Group Strategic Report

Information regarding the performance of the Group in the period, principal risks and uncertainties and the future developments of the Group have been disclosed in the Strategic Report.

Qualifying third party indemnity provisions 
The Company made qualifying third-party indemnity provisions for the benefit of its Directors during the period which remain in force at the date of this report.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.


- 4 -



 
PGSA HOLDINGS LIMITED
 

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


Post balance sheet events

There have been no significant events affecting the Group since the year end to the date of this Report.

Auditor

On 28 March 2024 our auditor, SB Audit LLP, merged with Sumer Auditco Limited.
Accordingly SB Audit LLP formally resigned as the Company's auditor with the Directors duly appointing Sumer Auditco Limited to fill the vacancy arising. The auditor, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the Board on 18 June 2024 and signed on its behalf.
 





S A Aspin
Director


- 5 -



 
PGSA HOLDINGS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS LIMITED

Opinion


We have audited the financial statements of PGSA Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows 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 Group's and of the Parent Company's affairs as at 31 December 2023 and of the Group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the Parent 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.



- 6 -



 
PGSA HOLDINGS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS 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 Directors are 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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company 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.



- 7 -



 
PGSA HOLDINGS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS LIMITED (CONTINUED)

Responsibilities of the Directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.



- 8 -



 
PGSA HOLDINGS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS 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 Group 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:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of the Directors and management (as required by auditing standards), inspection of the Group's regulatory and legal correspondence and discussed with the Directors the policies and procedures regarding compliance with laws and regulations.  We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation.  We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery and corruption, human rights and employment law, GDPR, trade/import and Fire-Gas regulations compliance.  Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charge with governance as to whether the Group complies with such regulations; enquiries of management and those charge with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, review of Board minutes, testing the appropriateness of journal entries and the performance of analytical review procedures to identify any unexpected movements in account balances which may be indicative of fraud.
The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the Group's controls, and the nature, timing and extent of the audit procedures performed.  Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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.



- 9 -



 
PGSA HOLDINGS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PGSA HOLDINGS 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.





John Perry (Senior Statutory Auditor)
for and on behalf of
Sumer Auditco Limited
Statutory Auditor
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG

21 June 2024

- 10 -



 
PGSA HOLDINGS LIMITED
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
17 June 2022 to 31 December 2022
Notes
£
£

  

Turnover
 4 
17,958,054
7,360,813

Cost of sales
  
(13,706,424)
(5,612,680)

Gross profit
  
4,251,630
1,748,133

Distribution costs
  
(1,985,638)
(846,271)

Administrative expenses
  
(1,612,546)
(642,150)

Net movement on derivative financial instruments
  
(73,011)
181,139

Operating profit
 5 
580,435
440,851

Interest receivable and similar income
 9 
1,736
4,796

Interest payable and similar expenses
 10 
(225,161)
(95,651)

Profit before taxation
  
357,010
349,996

Tax on profit
 11 
(137,019)
(126,948)

Profit for the financial year
  
219,991
223,048

Profit for the year attributable to:
  

Owners of the parent Company
  
219,991
223,048

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 20 to 41 form part of these financial statements.


- 11 -



 
PGSA HOLDINGS LIMITED
REGISTERED NUMBER:14179494


CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2023
2022
2022
Notes
£
£
£
£

Fixed assets
  

Intangible assets
 12 
1,662,188
1,855,805

Tangible assets
 13 
58,381
83,434

  
1,720,569
1,939,239

Current assets
  

Stocks
 15 
3,469,923
3,473,825

Debtors: amounts falling due within one year
 16 
2,236,509
2,884,244

Cash at bank and in hand
 17 
1,060,721
1,167,432

  
6,767,153
7,525,501

Creditors: amounts falling due within one year
 18 
(5,260,526)
(6,189,755)

Net current assets
  
 
 
1,506,627
 
 
1,335,746

Total assets less current liabilities
  
3,227,196
3,274,985

Creditors: amounts falling due after more than one year
 19 
(2,530,201)
(2,791,790)

Provisions for liabilities
  

Deferred taxation
 21 
(8,132)
(14,323)

  
 
 
(8,132)
 
 
(14,323)

Net assets
  
688,863
468,872


Capital and reserves
  

Called up share capital 
 22 
4,800
4,800

Share premium account
 23 
240,000
240,000

Profit and loss account
 23 
444,063
224,072

Equity attributable to owners of the parent Company
  
688,863
468,872



- 12 -



 
PGSA HOLDINGS LIMITED
REGISTERED NUMBER:14179494

    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 18 June 2024.




S A Aspin
Director

The notes on pages 20 to 41 form part of these financial statements.


- 13 -



 
PGSA HOLDINGS LIMITED
REGISTERED NUMBER:14179494


COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2023
2022
2022
Notes
£
£
£
£

Fixed assets
  

Investments
 14 
3,948,571
3,948,571

  
3,948,571
3,948,571

Current assets
  

Cash at bank and in hand
 17 
5,301
-

  
5,301
-

Creditors: amounts falling due within one year
 18 
(1,301,020)
(1,048,316)

Net current liabilities
  
 
 
(1,295,719)
 
 
(1,048,316)

Total assets less current liabilities
  
2,652,852
2,900,255

  

Creditors: amounts falling due after more than one year
 19 
(2,412,576)
(2,658,640)

  

Net assets
  
240,276
241,615


Capital and reserves
  

Called up share capital 
 22 
4,800
4,800

Share premium account
 23 
240,000
240,000

Profit and loss account brought forward
  
(3,185)
-

Loss for the year

  

(1,339)
(3,185)

Profit and loss account carried forward
  
(4,524)
(3,185)

  
240,276
241,615


The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 18 June 2024.


S A Aspin
Director

The notes on pages 20 to 41 form part of these financial statements.


- 14 -



 
PGSA HOLDINGS LIMITED
 


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


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
223,048
223,048
223,048
Total comprehensive income for the period
-
-
223,048
223,048
223,048


Contributions by and distributions to owners

Shares issued during the period
4,800
240,000
-
244,800
244,800

Credit to equity for share based payments
-
-
1,024
1,024
1,024


Total transactions with owners
4,800
240,000
1,024
245,824
245,824



At 1 January 2023
4,800
240,000
224,072
468,872
468,872


Comprehensive income for the year

Profit for the year
-
-
219,991
219,991
219,991
Total comprehensive income for the year
-
-
219,991
219,991
219,991


At 31 December 2023
4,800
240,000
444,063
688,863
688,863


The notes on pages 20 to 41 form part of these financial statements.


- 15 -



 
PGSA HOLDINGS LIMITED
 


COMPANY 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

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(3,185)
(3,185)
Total comprehensive income for the period
-
-
(3,185)
(3,185)


Contributions by and distributions to owners

Shares issued during the period
4,800
240,000
-
244,800


Total transactions with owners
4,800
240,000
-
244,800



At 1 January 2023
4,800
240,000
(3,185)
241,615


Comprehensive loss for the period

Loss for the year
-
-
(1,339)
(1,339)
Total comprehensive loss for the period
-
-
(1,339)
(1,339)


At 31 December 2023
4,800
240,000
(4,524)
240,276


The notes on pages 20 to 41 form part of these financial statements.


- 16 -



 
PGSA HOLDINGS LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
17 June 2022 to 31 December 2022
£
£

Cash flows from operating activities

Profit for the financial year
219,991
223,048

Adjustments for:

Amortisation of intangible assets
193,617
80,363

Depreciation of tangible assets
35,431
6,864

Interest payable and similar expenses
225,161
95,651

Interest receivable and similar income
(1,736)
(4,796)

Taxation charge
137,019
126,948

Decrease in stocks
3,902
321,872

Decrease/(increase) in debtors
647,735
(1,219,852)

(Decrease) in creditors
(777,732)
(442,932)

Corporation tax (paid)
(297,000)
(298,107)

Share based payment charge
-
1,024

Net cash generated from operating activities

386,388
(1,109,917)


Cash flows from investing activities

Purchase of tangible fixed assets
(10,378)
(7,899)

Acquisition of subsidiary undertakings (net of cash acquired)
-
142,962

Costs associated with the acquisition of subsidiary undertakings
-
(234,928)

Interest received
1,736
4,796

Net cash from investing activities

(8,642)
(95,069)

- 17 -



 
PGSA HOLDINGS LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

New secured loans
-
2,500,000

Repayment of loans
(262,011)
(62,283)

Interest paid
(222,446)
(65,299)

Net cash used in financing activities
(484,457)
2,372,418

Net (decrease)/increase in cash and cash equivalents
(106,711)
1,167,432

Cash and cash equivalents at beginning of year
1,167,432
-

Cash and cash equivalents at the end of year
1,060,721
1,167,432


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,060,721
1,167,432


The notes on pages 20 to 41 form part of these financial statements.


- 18 -



 
PGSA HOLDINGS LIMITED
 


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

1,167,432

(106,711)

-

1,060,721

Debt due after 1 year

(2,175,539)

-

282,199

(1,893,340)

Debt due within 1 year

(262,178)

262,011

(282,199)

(282,366)


-

-

-

-


(1,270,285)
155,300
-
(1,114,985)

The notes on pages 20 to 41 form part of these financial statements.


- 19 -



 
PGSA HOLDINGS LIMITED
 

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

1.


General information

PGSA Holdings Limited (the "Company") is a private company limited by shares and incorporated in England and Wales.  The registered office address is 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk, IP6 0NL.  The principal activity of the Company is that of group management services and an investment holding Company.  The principal activity of the Group is that of the selling of commercial catering equipment and the provision of aftercare on these products.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Parent Company and its own subsidiaries (together the "Group") as if they form a single entity.  Intercompany transactions and balances between Group companies are therefore eliminated in full.
The consolidated financial statements, incorporate the results of business combinations using the purchase method.  In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date.  The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained.  They are deconsolidated from the date control ceases.

The Parent Company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The disclosure exemption from preparing a separate Parent Company statement of cash flows has been applied.

 
2.3

Going concern

The Directors have considered the principal risks and uncertainties included in the Strategic Report in preparing its forecasts as part of its going concern assessment. The Directors have prepared cashflow forecasts to 31 December 2024 and have informally considered a further period of at least 12 months from the date of approval of these financial statements, which indicate that the Company has sufficient resources available to meet its liabilities as they fall due and to continue to trade. Accordingly, the Directors consider that it is appropriate to prepare the financial statements on a going concern basis.


- 20 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Sterling.

Transactions and balances

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'cost of sales'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Revenue from the sale of machines and parts - when the machines or parts have been dispatched to the customer.
Revenue from machine services - the date the service took place.
Revenue from the sale of maintenance contracts is recognised over the period to which the contract relates.

 
2.6

Operating leases: the Group 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.


- 21 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension scheme

The Group operates a defined contribution pension scheme for its employees. A defined contribution pension scheme is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.


- 22 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate 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.

  
2.12

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.

 
2.13

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.


- 23 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)


2.13
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:

Plant and machinery
-
10 - 33% straight line
Fixtures and fittings
-
10 - 33% straight line

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.

 
2.14

Investments

The investment in subsidiary undertakings is measured at cost less accumulated impairment charges.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.15

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.

 
2.16

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.


- 24 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.17

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

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.

 
2.19

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.


- 25 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.21

Financial assets

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.


- 26 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)


2.21
Financial assets (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


- 27 -



 
PGSA HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

  
2.22

Financial liabilities and equity

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities, excluding convertible debt and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost.

 
2.23

Dividends

Equity dividends are recognised when they become legally payable.  Interim equity dividends are recognised when paid.  Final equity dividends are recognised when approved by the shareholders at an Annual General Meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for income and expenditure during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The critical judgements and key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are mentioned below:
Leases
Determined whether leases entered into by the Group are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Valuation of stocks
Determined whether there are any indications of impairment of the Group's stock. Factors taken into consideration in reaching such a decision include the current and forecast market conditions, product life cycle, levels of sales in the past two years, current levels of demand, and likely selling price.
Recoverability of trade debtors
A provision for bad debts is made where it is identified that a trade debtor may not be recoverable in full by the Group. The bad debt provision is made on a specific basis against customer balances where they are not considered recoverable based upon payment history and aging profile.
Valuation of fixed asset investment
Determined whether there are indicators of impairment of the Company's investment in HTG Investments Limited. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance and planned dividend policy of the investment. No impairment indicators were identified.
Valuation of Goodwill
Determined whether there are indicators of impairment of the acquired goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the Group. No impairment indicators were identified.


- 28 -



 
PGSA HOLDINGS LIMITED
 

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

4.


Turnover

Analysis of turnover by country of destination:

2023
17 June 2022 to 31 December 2022
£
£

United Kingdom
17,920,470
7,346,761

Rest of Europe
37,584
14,052

17,958,054
7,360,813



5.


Operating profit

The operating profit is stated after charging:

2023
17 June 2022 to 31 December 2022
£
£

Depreciation of tangible fixed assets
11,075
6,864

Net foreign exchange losses
109,916
47,737

Other operating lease rentals
194,418
82,480

Share-based payment charge
-
1,024

Amortisation of intangible fixed assets
95,473
80,363


6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
3,250
7,000

Fees payable to the Group's auditor for the audit of the subsidiary undertakings
25,250
24,000

Taxation services
4,400
4,250


- 29 -



 
PGSA HOLDINGS LIMITED
 

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

7.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
Group
Company
Company
2023
17 June 2022 to 31 December 2022
2023
17 June 2022 to 31 December 2022
£
£
£
£


Wages and salaries
3,032,403
1,149,094
-
-

Social security costs
311,243
142,306
-
-

Cost of defined contribution pension scheme
145,165
58,859
-
-

3,488,811
1,350,259
-
-


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


        2023
17 June 2022 to 31 December 2022
            No.
            No.







Selling and distribution
32
32



Administration
34
33

66
65


8.


Directors' remuneration

2023
17 June 2022 to 31 December 2022
£
£

Directors' emoluments
285,457
112,693

Group contributions to defined contribution pension schemes
15,848
10,969

301,305
123,662


During the year retirement benefits were accruing to 2 Directors (2022 - 2) in respect of the defined contribution pension scheme.


- 30 -



 
PGSA HOLDINGS LIMITED
 

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

9.


Interest receivable and similar income

2023
17 June 2022 to 31 December 2022
£
£


Bank interest receivable
1,736
4,796


10.


Interest payable and similar expenses

2023
17 June 2022 to 31 December 2022
£
£


Bank loan interest payable
189,027
81,393

Unwinding of discount on deferred consideration (see note 19)
36,134
14,258

225,161
95,651


11.


Taxation


2023
17 June 2022 to 31 December 2022
£
£

Current tax


UK Corporation tax on profit for the period
146,222
120,721

Adjustments in respect of previous periods
(3,012)
2,174


Total current tax
143,210
122,895

Deferred tax


Origination and reversal of timing differences
(6,191)
4,053

Total deferred tax
(6,191)
4,053


Taxation on profit on ordinary activities
137,019
126,948

- 31 -



 
PGSA HOLDINGS LIMITED
 

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


Factors affecting tax charge for the year/period

The tax assessed for the year/period 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
17 June 2022 to 31 December 2022
£
£


Profit on ordinary activities before tax
357,010
349,996


Profit on ordinary activities multiplied by standard rate of Corporation tax in the UK of 19%
83,969
66,499

Effects of:


Non-tax deductible amortisation of goodwill
45,538
15,269

Expenses not deductible for tax purposes, other than goodwill
11,765
42,085

Adjustments to tax charge in respect of previous periods
(3,012)
2,174

Effect of change in tax rate
(364)
921

Marginal relief
(877)
-

Total tax charge for the year/period
137,019
126,948


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that the rate of UK Corporation tax would increase to 25% for the financial year beginning 1 April 2023 with an introduction of a small profits rate of 19% at the same point in time. These changes were substantively enacted in May 2021.
Accordingly deferred tax assets and liabilities are stated at 25% .


- 32 -



 
PGSA HOLDINGS LIMITED
 

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

12.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2023
1,936,168



At 31 December 2023

1,936,168



Amortisation


At 1 January 2023
80,363


Charge for the year
193,617



At 31 December 2023

273,980



Net book value



At 31 December 2023
1,662,188



At 31 December 2022
1,855,805




- 33 -



 
PGSA HOLDINGS LIMITED
 

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

13.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost


At 1 January 2023
30,903
59,395
90,298


Additions
-
10,378
10,378



At 31 December 2023

30,903
69,773
100,676



Depreciation


At 1 January 2023
390
6,474
6,864


Charge for the year
13,477
21,954
35,431



At 31 December 2023

13,867
28,428
42,295



Net book value



At 31 December 2023
17,036
41,345
58,381



At 31 December 2022
30,513
52,921
83,434


14.


Fixed asset investments

Company





Investment in subsidiary Undertaking

£



Cost and net book value


At 1 January 2023
3,948,571



At 31 December 2023
3,948,571





- 34 -



 
PGSA HOLDINGS LIMITED
 

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

Subsidiary undertakings


As at 31 December 2023, the following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

HTG Investments Limited
Ordinary
100%
Taylor Freezer (UK) Limited
Ordinary
100%
HTG Trading Limited
Ordinary
100%

Taylor Freezer (UK) Limited and HTG Trading Limited are both indirectly owned through the Company's investment in HTG Investments Limited. 
All of the above companies are registered in the England and Wales with their registered office being 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk IP6 0NL.


15.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Finished goods and goods for resale
3,469,923
3,473,825
-
-


The difference between purchase price or production cost of stocks and their replacement cost is not material.


16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
2,150,255
2,715,553
-
-

Other debtors
2,195
-
-
-

Prepayments and accrued income
82,327
93,948
-
-

Derivative financial instruments (See note 27)
1,732
74,743
-
-

2,236,509
2,884,244
-
-



- 35 -



 
PGSA HOLDINGS LIMITED
 

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

17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,060,721
1,167,432
5,301
-



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loan (See note 20)
282,366
262,178
282,366
262,178

Payments received on account
265,179
731,472
-
-

Trade creditors
3,269,527
3,725,253
3,780
-

Amounts owed to indirect subsidiary undertaking
-
-
966,431
748,252

Corporation tax payable
34,931
188,721
12,306
-

Other taxation and social security
444,523
546,664
-
-

Other creditors
18,353
-
-
-

Accruals and deferred income
945,647
735,467
36,137
37,886

5,260,526
6,189,755
1,301,020
1,048,316


During the year the Company and fellow group undertakings issued a fixed and floating charge over the property and undertakings of the PGSA Holdings Limited Group to Triple Point Advancr Leasing Plc.
Amounts owed to the indirect subsidiary undertaking is unsecured, interest free and repayable on demand. Since the year end, the Company has received confirmation from the indirect subsidiary undertaking that it will not demand repayment of the amount owed for at least 12 months from the date of approval of these financial statements.


- 36 -



 
PGSA HOLDINGS LIMITED
 

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

19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loan (See note 20)
1,893,340
2,175,539
1,893,340
2,175,539

Other creditors
519,236
483,101
519,236
483,101

Accruals and deferred income
117,625
133,150
-
-

2,530,201
2,791,790
2,412,576
2,658,640


Included in other creditors is deferred consideration which is payable in two instalments, £350,000 by 5 August 2025 and £250,000 by 5 August 2026, the loan has been discounted using a market rate of interest of 7.5%.


20.


Loans


Analysis of the maturity of the bank loan is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
282,366
262,178
282,366
262,178


282,366
262,178
282,366
262,178

Amounts falling due 1-2 years

Bank loans
304,182
282,367
304,182
282,367


304,182
282,367
304,182
282,367

Amounts falling due 2-5 years

Bank loans
1,589,158
1,893,172
1,589,158
1,893,172


1,589,158
1,893,172
1,589,158
1,893,172

2,175,706
2,437,717
2,175,706
2,437,717


During the period the Company and fellow group undertakings issued a fixed and floating charge over the property and undertakings of the Group to Triple Point Advancr Leasing Plc.


- 37 -



 
PGSA HOLDINGS LIMITED
 

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

21.


Deferred taxation


Group



2023


£






At beginning of year
(14,323)


Charge to profit or loss
(6,191)



At end of year
8,132

The Company has no deferred tax assets or liabilities.

The provision for deferred taxation comprises:

Group
Group
Company
2023
2022
2023
£
£
£

Accelerated capital allowances
14,025
19,995
-

Other short term timing differences
(5,893)
(5,672)
-

8,132
14,323
-


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



480,002 (2022 - 480,002) Ordinary shares of £0.01 each
4,800
4,800



23.


Reserves

Share premium account

The Share Premium Account includes the premium on issue of equity shares, less issue costs.

Profit and loss account

The Profit and Loss Account reserve the Company's cumulative profits and losses less dividends paid. The reserve is available for distribution to the shareholder.


- 38 -



 
PGSA HOLDINGS LIMITED
 

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

24.


Share-based payments

HTG Investments Limited, a subsidiary undertaking, operates an equity-settled share based remuneration scheme for selected Directors and senior management employed by its trading subsidiary undertaking, HTG Trading Limited. Certain Directors are eligible to participate in the long term incentive scheme, the only vesting condition being that the individual remains an employee of the Group over the relevant vesting period. The vesting period is 5 years from 4 May 2017.
Equity share-based payments are measured at fair value at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value was measured by the use of an external valuer based upon appropriate assumptions with reference to market and non-market conditions for the year ended 31 December 2017. Fair value for the year ended 31 December 2018 was measured by the Directors using the same process and assumptions. No share options have been subsequently issued. In April 2022 preacquisition, 30,000 share options were exercised. No share options have been granted, exercised or expired during the year.

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

On acquisition of subsidiaries

100

124,000

100
 
124,000
 
Outstanding at the end of the period
100

124,000

100
 
124,000
 

The exercise price of all of the share options outstanding at the end of the year was 100p and their weighted average remaining contractual life was 5 years. Of the share options outstanding at the end of the year, all had vested and were exercisable at the end of the year.
The following information is relevant in the determination of the fair value of options granted in 2017 and 2018 under the equity-settled share based remuneration schemes operated by HTG Investments Limited.


Option pricing model used



Black Scholes
 
Weighted average share price (pence)



166
 
Exercise price (pence)



100
 
Weighted average contractual life (days)



5
 
Expected volatility



35.01%
 
Expected dividend growth rate



6
 
Risk-free interest rate



0.5285%
 


- 39 -



 
PGSA HOLDINGS LIMITED
 

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

24.Share-based payments (continued)

The Black-Scholes option pricing model was used to value the share-based payment awards as it was considered that this approach would result in a materially accurate estimate of the fair value of options granted.
The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis of the monthly historic closing share prices of a UK quoted company with a similar
volatility profile.



25.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered funds. The pension cost charge represents contributions payable by the Group to the fund and amounted to £145,165 (2022: £140,495). Contributions amounting to £22,022 (2022: £18,894) were payable to the fund at the reporting date and are included in other creditors.


26.


Commitments under operating leases

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


Group
Group
2023
2022
£
£

Not later than 1 year
275,360
271,294

Later than 1 year and not later than 5 years
606,563
322,390

881,923
593,684

The Company had no commitments under non-cancellable operating leases at the balance sheet date.


- 40 -



 
PGSA HOLDINGS LIMITED
 

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

27.Other financial commitments

The Group enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2023, the outstanding contracts all mature within 12 months of the year end.
The Group is committed to buy US$4,690,000 (2022:US$3,200,000) and €5,030,000 (2022:€1,900,000) and pay a fixed sterling amount.
The forward currency contracts measured at fair value at 31 December 2023 amounted to an asset of £1,732 (2022:£74,743). The fair values of the assets and liabilities held at fair value through the profit and loss at the reporting date are determined using foreign exchange forward rates (source: Bloomberg) for the currency forward contracts and The Bloomberg Stochastic Local Volatility Model For FX Exotics model which captures the probability-based effect of the optionality using a Black Scholes model for the option dated forwards.
At 31 December 2023, the fair value movement on forward currency contracts was a loss of £73,011 (2022:gain of £153,825).


28.


Related party transactions

All related party transactions between the Company and other wholly owned group members are eliminated on consolidation. Advantage has been taken of the FRS 102 exemption not to disclose these Group related party transactions.
Remuneration amounting to £20,384 (2022: £1,044) was paid to close members of the Directors'
families during the year.
Key management personnel
Key management personnel includes Directors and senior management of the Company and Group who together have authority and responsibility for planning, directing and controlling the activities of the Company and the Group. The total compensation provided to key management personnel for services provided to the Company and Group was £300,554 (2022: £137,168).


29.


Controlling party

The ultimate controlling parties are S A Aspin and P J Gray due to their shareholding in the Company.

 

- 41 -