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Registered Number:08567991













HTG INVESTMENTS LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023











 
HTG INVESTMENTS LIMITED
 

 
COMPANY INFORMATION


Directors
S A Aspin 
P J Gray 




Registered number
08567991



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 INVESTMENTS LIMITED
 


CONTENTS



Pages
Strategic Report
1
Directors' Report
2 - 3
Independent Auditor's Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 19



 
HTG INVESTMENTS 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
 
The company did not receive any dividends in 2023, where-as in 2022 it received dividends of £954,400 from its subsidiary Taylor Freezer (UK) Limited, and declared a £854,400 dividend to its shareholders in that year.  
HTG Investments Ltd is an intermediate company, within the PGSA Holdings Limited Group.

Principal risks and uncertainties
 
The principal risk to the Company is the performance of its investment in its subsidiary undertaking not justifying its carrying value. The Directors monitor the performance of the subsidiary undertaking through appropriate impairment reviews when impairment indicators arise.

 

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



S A Aspin
Director


- 1 -



 
HTG INVESTMENTS 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 judgements 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 and 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 did not trade during the year nor the foreseeable future.

Results and dividends

The profit for the year, after taxation, amounted to £NIL (2022 - £955 thousand).

The directors do not recommend the payment of a dividend in 2023 whereas in 2022 there was an interim dividend amounting to £854,400 on Ordinary A and Ordinary B shares.


- 2 -



 
HTG INVESTMENTS LIMITED
 

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


Directors

The Directors who served during the year and to date of this report, except as stated otherwise, were:

S A Aspin 
P J Gray 

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.  

Disclosure of information to auditor

The Directors at the time when this Directors report is approved has confirmed that:
- so far as he is aware, there is no relevant audit information of which the Company's auditor is aware; and
- they have taken all the steps that ought to have been taken as Directors 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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company 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


- 3 -



 
HTG INVESTMENTS LIMITED
 

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

Opinion


We have audited the financial statements of HTG Investments Limited (the "Company") for the year ended 31 December 2023, which comprise 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 result 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.



- 4 -



 
HTG INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG INVESTMENTS 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 2, 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.



- 5 -



 
HTG INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG INVESTMENTS 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 non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
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.
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, and the performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.  Irregularities that result from fraud might be inherently more difficult to detect that 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.



- 6 -



 
HTG INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG INVESTMENTS 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

- 7 -



 
HTG INVESTMENTS LIMITED
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Notes
£000
£000

  

Turnover
 4 
-
50

Gross profit
  
-
50

Administrative expenses
  
-
(49)

Operating profit
 5 
-
1

Income from shares in subsidiary undertaking
  
-
954

Profit before tax
  
-
955

Profit for the financial year
  
-
955

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 11 to 19 form part of these financial statements.


- 8 -



 
HTG INVESTMENTS LIMITED
REGISTERED NUMBER:08567991


BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Notes
£000
£000

Fixed assets
  

Investments
 9 
4,264
4,264

  
4,264
4,264

Current assets
  

Debtors: amounts falling due within one year
 10 
80
80

Cash at bank and in hand
 11 
-
9

  
80
89

Creditors: amounts falling due within one year
 12 
(2,136)
(2,145)

Net current liabilities
  
 
 
(2,056)
 
 
(2,056)

Net assets
  
2,208
2,208


Capital and reserves
  

Called up share capital 
 13 
2,136
2,136

Capital redemption reserve
 14 
48
48

Profit and loss account
 14 
24
24

  
2,208
2,208


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 11 to 19 form part of these financial statements.




- 9 -



 
HTG INVESTMENTS LIMITED
 


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


Called up share capital
Capital redemption reserve
Profit and loss account
Total 
equity

£000
£000
£000
£000


At 1 January 2022
2,106
48
(78)
2,076


Comprehensive loss for the year

Profit for the year
-
-
955
955
Total comprehensive loss for the year
-
-
955
955


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(854)
(854)

Share based payment credit
30
-
-
30

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


Total transactions with owners
30
-
(853)
(823)



At 1 January 2023
2,136
48
24
2,208
Total comprehensive income for the year
-
-
-
-


At 31 December 2023
2,136
48
24
2,208


The notes on pages 11 to 19 form part of these financial statements.


- 10 -



 
HTG INVESTMENTS LIMITED
 

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

1.


General information

HTG Investments Limited (the "Company") is a private company limited by shares 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 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 judgement 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

Exemption from preparing consolidated financial statements

The Company is a parent undertaking that is also a subsidiary undertaking included in the consolidated financial statements of its immediate and ultimate parent undertaking established under UK law and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.


- 11 -



 
HTG INVESTMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.4

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. As at 31 December 2023 and the date of approval of these financial statements, the Company's only liability is due to the indirect subsidiary undertaking, HTG Trading Limited. No other liabilities are forecast as the Company is not expected to trade in the foreseeable future. The Directors have received confirmation from HTG Trading Limited that it will not demand repayment of the amounts owed amounting to £2,135,723 for at least 12 months from the date of approval of these financial statements. Accordingly, the Directors consider that it is appropriate to prepare the financial statements on a going concern basis.

 
2.5

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.

 
2.6

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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.


- 12 -



 
HTG INVESTMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Investment

The investment in subsidiary undertaking is measured at cost less accumulated impairment charges.
At each reporting date the Company 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.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment.

  
2.10

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.

  
2.11

Creditors

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


- 13 -



 
HTG INVESTMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Financial assets

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

 
2.13

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.


Judgements 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 year. However, the nature of estimation means that actual outcomes could differ from those estimates. The 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 fixed asset investment
Determined whether there are indicators of impairment of the Company's investment in Taylor Freezer (UK) 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.


4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£000
£000

United Kingdom
-
50


All turnover is derived from management charges to the Company's indirect subsidiary undertaking.


- 14 -



 
HTG INVESTMENTS LIMITED
 

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

5.


Operating profit

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

2023
2022
£000
£000

Net foreign exchange (gains)
-
(1)


6.


Auditor's remuneration

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


2023
2022
£000
£000

Fees payable to the Company's auditor for the audit of the Company's financial statements
2
2


The auditor's remuneration has been borne by the Company's indirect subsidiary undertaking, HTG Trading Limited, without right of recharge.



The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees




The Company has no employees other than the Directors, who did not receive any remuneration for their qualifying services in the year (2022 - £Nil).


8.


Dividends

2023
2022
£000
£000


Interim dividends paid on Ordinary A and Ordinary B shares
-
854


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HTG INVESTMENTS LIMITED
 

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

9.


Fixed asset investments





Investments in subsidiary undertaking

£000



Cost and net book value


At 1 January 2023
4,264



At 31 December 2023
4,264





Subsidiary undertakings


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

Name

Registered office

Class of shares

Holding

HTG Trading Limited
106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk IP6 0NL
Ordinary
100%
Taylor Freezer (UK) Limited
106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk IP6 0NL
Ordinary
100%

HTG Trading Limited is indirectly owned through the Company's investment in Taylor Freezer (UK) Limited.


10.


Debtors

2023
2022
£000
£000


Amounts owed by subsidiary undertaking
80
80



11.


Cash and cash equivalents

2023
2022
£000
£000

Cash at bank and in hand
-
9



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HTG INVESTMENTS LIMITED
 

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

12.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Amounts owed to indirect subsidiary undertaking
2,136
2,145

2,136
2,145


During the previous 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 are 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 that date of approval of these financial statements.


13.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



136,000 Ordinary A shares of £1 each
136
136
2,000,000 Ordinary B shares of £1 each
2,000
2,000

2,136

2,136



14.


Reserves

Capital redemption reserve

The Capital Redemption reserve represents the nominal value of the shares redeemed in prior years and is non-distributable.

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.


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HTG INVESTMENTS LIMITED
 

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

15.


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%
 


- 18 -



 
HTG INVESTMENTS LIMITED
 

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

15.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.
As the option holders are employees and provide services to HTG Trading Limited, the share-based payment charge is included in the financial statements of that company, via a capital contribution.



16.


Related party transactions

The Company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the PGSA Holdings Limited Group.


17.


Controlling party

The immediate and ultimate parent undertaking and the ultimate controlling party is PGSA Holdings Limited.   The Group was under the 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 of which consolidated financial statements are prepared including the results of the Company is headed by PGSA Holdings Limited. Consolidated financial statements are available from The Secretary, PGSA Holdings Limited, 106 Claydon  Business Park, Great Blakenham, Ipswich, Suffolk IP6 0NL.

 

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