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Registered Number:01828642













HTG TRADING LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023











 
HTG TRADING LIMITED
 

 
COMPANY INFORMATION


Directors
P J Gray 
S A Aspin 




Registered number
01828642



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






 
HTG TRADING LIMITED
 


CONTENTS



Pages
Strategic Report
1 - 2
Directors' Report
3 - 5
Independent Auditor's Report
6 - 9
Statement of Comprehensive Income
10
Balance Sheet
11 - 12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 29



 
HTG TRADING LIMITED
 

 
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 war 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.
The 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 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 Company decreased from 26.3% to 23.7% due to rising costs and inflation.
The Company 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 -



 
HTG TRADING LIMITED
 


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

Principal risks and uncertainties
 
The risks faced by the Company are reviewed by the Directors and appropriate processes are put in place to monitor and mitigate them. The biggest risks facing the Company are as follows:
Exchange rate fluctuations:
The risk facing the Company 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 business 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 business is constantly reviewing product margins and ensuring any increases are passed on to our customers or we provide an alternative solution which is more cost effective if possible.   
Liquidity and cash flow risk:
The Company manages its cash and borrowing requirements in order to maximise interest income and minimise
interest expense, whilst ensuring the Company has sufficient liquid resources to meet the operating needs of the
business.
Interest rate risk:
The Company has limited exposure to interest rate risk as a result of low gearing.


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



S A Aspin
Director


- 2 -



 
HTG TRADING 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 Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Principal activities

The Company's principal activities during the year 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 £414,947 (2022 - £1,245,229).


- 3 -



 
HTG TRADING LIMITED
 

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


Directors

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

P J Gray 
S A Aspin 

Matters covered in the strategic report

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

Financial instruments

The Company does not actively use financial instruments as part of its financial risk management, except for forward foreign exchange contracts. 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 Company'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 products by entering into forward exchange contracts relating to USD and Euros at the time of ordering. 
The Company'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 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 an assessment of its financial position or profit.

Research and development activities

The Company'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.

Qualifying third party indemnity provisions

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


- 4 -



 
HTG TRADING LIMITED
 

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

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.

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.

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 -



 
HTG TRADING LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED

Opinion


We have audited the financial statements of HTG Trading Limited (the 'Company') for the year ended 31 December 2023, which comprise of the Statement of Comprehensive Income, 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 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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



- 6 -



 
HTG TRADING LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.



- 7 -



 
HTG TRADING LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING 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:

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 and sector experience, through discussion with the Directors (as required by auditing standards), inspection of the Company'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 noncompliance throughout the audit. 
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company 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 Company 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 F-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 charged with governance as to whether the Company complies with such regulations; enquiries of management and those charged 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 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 Company’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.



- 8 -



 
HTG TRADING LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING 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

- 9 -



 
HTG TRADING LIMITED
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Notes
£
£

  

Turnover
 4 
17,958,054
18,466,865

Cost of sales
  
(13,706,424)
(13,605,550)

Gross profit
  
4,251,630
4,861,315

Distribution costs
  
(1,985,638)
(1,911,899)

Administrative expenses
  
(1,653,861)
(1,554,255)

Net movement on derivative financial instruments
  
(73,011)
153,825

Operating profit
 5 
539,120
1,548,986

Interest receivable and similar income
  
1,736
5,568

Interest payable and similar expenses
  
(1,196)
(4,377)

Profit before tax
  
539,660
1,550,177

Tax on profit
 8 
(124,713)
(304,948)

Profit for the financial year
  
414,947
1,245,229

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

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

The notes on pages 14 to 29 form part of these financial statements.


- 10 -



 
HTG TRADING LIMITED
REGISTERED NUMBER:01828642


BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Notes
£
£

Fixed assets
  

Tangible assets
 10 
58,381
83,434

  
58,381
83,434

Current assets
  

Stocks
 11 
3,469,923
3,473,825

Debtors: amounts falling due within one year
 12 
8,968,983
9,407,547

Cash at bank and in hand
 13 
1,055,420
1,158,432

  
13,494,326
14,039,804

Creditors: amounts falling due within one year
 14 
(4,925,929)
(5,889,691)

Net current assets
  
 
 
8,568,397
 
 
8,150,113

Total assets less current liabilities
  
8,626,778
8,233,547

Creditors: amounts falling due after more than one year
 15 
(117,625)
(133,150)

  
8,509,153
8,100,397

Provisions for liabilities
  

Deferred tax
 16 
(8,132)
(14,323)

  
 
 
(8,132)
 
 
(14,323)

Net assets
  
8,501,021
8,086,074


- 11 -



 
HTG TRADING LIMITED
REGISTERED NUMBER:01828642

    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
Notes
£
£

Capital and reserves
  

Called up share capital 
 17 
120,000
120,000

Share premium account
 18 
21,918
21,918

Profit and loss account
 18 
8,359,103
7,944,156

  
8,501,021
8,086,074


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 14 to 29 form part of these financial statements.


- 12 -



 
HTG TRADING 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
120,000
21,918
7,652,303
7,794,221


Comprehensive income for the year

Profit for the year
-
-
1,245,229
1,245,229
Total comprehensive income for the year
-
-
1,245,229
1,245,229


Distributions to owners

Dividends: Equity capital
-
-
(954,400)
(954,400)

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


Total transactions with owners
-
-
(953,376)
(953,376)



At 1 January 2023
120,000
21,918
7,944,156
8,086,074


Comprehensive income for the year

Profit for the year
-
-
414,947
414,947
Total comprehensive income for the year
-
-
414,947
414,947


Distributions to owners


At 31 December 2023
120,000
21,918
8,359,103
8,501,021


The notes on pages 14 to 29 form part of these financial statements.


- 13 -



 
HTG TRADING LIMITED
 

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

1.


General information

HTG Trading Limited (the "Company") is a private company limited by shares and it is domiciled and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and its principal activities are set out in the Directors' Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of PGSA Holdings Limited as at 31 December 2023 and these financial statements may be obtained from The Secretary, PGSA Holdings Limited, 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk, IP6 0NL.

 
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.


- 14 -



 
HTG TRADING 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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

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:

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.


- 15 -



 
HTG TRADING LIMITED
 

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

2.Accounting policies (continued)

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

All other leases are treated as operating leases. Their annual rentals are charged to profit and loss on a straight line basis over the term of the lease.

 
2.7

Interest income

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

 
2.8

Pensions

Defined contribution pension Scheme

The Company operates a defined contribution pension scheme for its employees. A defined contribution pension scheme 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 other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

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 Company 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.


- 16 -



 
HTG TRADING LIMITED
 

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

2.Accounting policies (continued)

 
2.10

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 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.

 
2.11

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.

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.


- 17 -



 
HTG TRADING LIMITED
 

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

2.Accounting policies (continued)

 
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 and comprises direct material costs and freight costs.
At each reporting 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 and 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.

 
2.16

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.

 
2.17

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.

 
2.18

Financial assets

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.


- 18 -



 
HTG TRADING LIMITED
 

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

2.Accounting policies (continued)


2.18
Financial assets (continued)

Derivatives, consisting of forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss. The company does not currently apply hedge accounting for foreign exchange derivatives.

 
2.19

Financial liabilities

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.

 
2.20

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:
Valuation of stocks
Determined whether there are any indications of impairment of the Company'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 Company. 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.


- 19 -



 
HTG TRADING LIMITED
 

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

4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
17,920,470
18,442,479

Rest of Europe
37,584
24,386

17,958,054
18,466,865


All turnover is derived from the Company's principal activities.


5.


Operating profit

The operating profit is stated after charging/(crediting):

2023
2022
£
£

Depreciation on tangible fixed assets
35,431
28,889

(Profit)/loss on disposal of tangible fixed assets
-
(4,831)

Fees payable to the Company's auditor for the audit of
the Company's annual financial statements
17,000
16,259

Net foreign exchange losses/(gains)
109,916
(458,331)

Other operating lease rentals
194,418
253,134

Share based payment charge
-
1,024




- 20 -



 
HTG TRADING LIMITED
 

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

6.


Employees

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


2023
2022
£
£

Wages and salaries
3,032,403
2,815,684

Social security costs
311,243
326,682

Cost of defined contribution pension scheme
145,165
140,495

3,488,811
3,282,861


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


        2023
        2022
            No.
            No.







Selling and distribution
32
32



Administration
35
31

67
63


7.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
285,457
363,169

Company contributions to defined contribution pension scheme
15,848
24,604

301,305
387,773


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

The highest paid Director received remuneration of £146,192 (2022 - £190,554).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £8,984 (2022 - £10,115).


- 21 -



 
HTG TRADING LIMITED
 

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

8.


Taxation


2023
2022
£
£

Corporation tax


UK Corporation tax on profit for the year
136,020
298,721

Adjustments in respect of previous years
(5,116)
2,174


Total current tax
130,904
300,895

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
124,713
304,948

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
£
£


Profit on ordinary activities before tax
539,660
1,550,177


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
126,928
294,534

Effects of:


Expenses not deductible for tax purposes
3,266
8,608

Adjustments in respect of prior years
(5,116)
2,174

Tax rate changes
(365)
(368)

Total tax charge for the year
124,713
304,948


Factors that may affect future tax charges

It was announced in the March 2021 budget that the main rate of UK Corporation tax will increase from 19% to 25% for financial years from 2023. As the rate was enacted in June 2021, deferred tax assets and liabilities have been calculated at 25%.


- 22 -



 
HTG TRADING LIMITED
 

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

9.


Dividends

2023
2022
£
£


Interim Dividends paid on ordinary shares
-
954,400


10.


Tangible fixed assets





Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost


At 1 January 2023
158,079
162,849
320,928


Additions
-
10,378
10,378



At 31 December 2023

158,079
173,227
331,306



Depreciation


At 1 January 2023
132,790
104,704
237,494


Charge for the year on owned assets
13,477
21,954
35,431



At 31 December 2023

146,267
126,658
272,925



Net book value



At 31 December 2023
11,812
46,569
58,381



At 31 December 2022
25,289
58,145
83,434


11.


Stocks

2023
2022
£
£

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



- 23 -



 
HTG TRADING LIMITED
 

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

12.


Debtors

2023
2022
£
£


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

Amounts owed by group undertakings
6,732,474
6,523,303

Other debtors
2,195
-

Prepayments and accrued income
82,327
93,948

Derivative financial instruments (see note 23)
1,732
74,743

8,968,983
9,407,547



13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,055,420
1,158,432



14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Payments received on account
265,179
731,472

Trade creditors
3,265,747
3,725,253

Corporation tax payable
22,625
188,721

Other taxation and social security
444,523
546,664

Other creditors
18,345
-

Accruals and deferred income
909,510
697,581

4,925,929
5,889,691



15.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Accruals and deferred income
117,625
133,150



- 24 -



 
HTG TRADING LIMITED
 

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

16.


Deferred taxation




2023


£






At beginning of year
(14,323)


Charge to profit or loss
6,191



At end of year
(8,132)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
14,025
19,995

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

8,132
14,323


- 25 -



 
HTG TRADING LIMITED
 

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

17.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



120,000 Ordinary shares of £1 each
120,000
120,000


These shares have no restrictions on the distribution of dividends or repayment of capital.


18.


Reserves

Share premium account

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

Profit and loss account

The Profit and Loss Account reserve represents cumulative profits or losses, net of dividends paid and capital contributions made by the Company's intermediate holding company, in respect of  the Group's share-based payment scheme. 
Capital contributions included within the profit and loss account amount to £114,024 (2022 - £114,024).


- 26 -



 
HTG TRADING LIMITED
 

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

19.


Share-based payments

HTG Investments Limited operates an equity-settled share based remuneration scheme for selected Directors and senior management employed by a 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 Company 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 Company'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, 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

Outstanding at the beginning of the year

100

124,000

100
 
154,000
 
Exercised during the year

0

-

0
 
(30,000)
 
Outstanding at the end of the year
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%
 


- 27 -



 
HTG TRADING LIMITED
 

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

19.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 the share 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.



20.


Contingent liabilities

The Company has entered into a cross company guarantee with the ultimate parent undertaking the borrowings provided by Triple Point Advancr Leasing Plc. At the year end the ultimate parent undertaking had borrowings amounting to £2,175,706 (2022 - £2,437,717).


21.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered funds. The pension cost charge represents contributions payable by the Company 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.


22.


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
275,360
271,294

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

881,923
593,684


- 28 -



 
HTG TRADING LIMITED
 

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

23.Other financial commitments

The Company 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 (2022 - 12 months) of the year end.
The Company is committed to buy US$4,690,000 and €5,030,000 and pay a fixed sterling amount (2022- US$3,200,000 and €1,900,000). 
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 gain of £73,011 (2022 - £153,825). 


24.


Related party transactions

All related transactions between the Company and other group members are eliminated on consolidation and advantage has therefore been taken of the exemption not to disclose group related party transactions in these financial statements.
Remuneration amounting to £20,384 (2022 - £1,044) was paid to close members of the Directors' families during the year.


25.


Controlling party

The immediate parent undertaking is Taylor Freezer (UK) Limited. The ultimate parent undertaking is PGSA Holdings Limited. The Group was under the control of directors and majority shareholders,  S A Aspin and P Gray throughout the year.
The parent undertaking of the largest and smallest group for which consolidated accounts are prepared including the results of the Company is headed by PGSA Holdings Limited. Consolidated financial statements are publicly available from The Secretary, PGSA Holdings Limited, 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk IP6 0NL.

 

- 29 -