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Registered number: 11628610









PG2019 LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 28 APRIL 2024

 
PG2019 LIMITED
 
 
COMPANY INFORMATION


Directors
B C Banks (appointed 27 December 2023)
C A Williams (appointed 27 December 2023)
A A Adegoke (resigned 27 December 2023)
K L Bishop (resigned 6 November 2023)




Registered number
11628610



Registered office
6-10 Market Road

London

N7 9PW




Independent auditors
Hillier Hopkins LLP
Chartered Accountants & Statutory Auditor

Ground Floor

45 Pall Mall

London

SW1Y 5JG





 
PG2019 LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 3
Directors' Report
 
 
4 - 5
Independent Auditors' Report
 
 
6 - 9
Statement of Income and Retained Earnings
 
 
10
Balance Sheet
 
 
11 - 12
Notes to the Financial Statements
 
 
13 - 28

 
PG2019 LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 28 APRIL 2024

Introduction
 
The directors present the strategic report for the period ended 28 April 2024.

Business review
 
On 29th October 2023, Four Marketing Limited acquired 100% of the shares in PG2019 Limited. The Company’s financial year-end aligns with the parent company’s financial year-end on 28th April 2024. The current period represents 52-week period ended 28th April 2024.
Prior year figures are not entirely comparable as the company previously changed its financial year-end from 30th January 2023 to 30th April 2023 to align with the previous parent company’s reporting date. The prior period represents 65-week period ended 30th April 2023.
The Company manages and distributes the Pretty Green brand, overseeing its central operations, retail stores, e-commerce, and wholesale operations, predominantly serving the UK market. 
Due to the challenging economic climate, including inflationary pressures and increased cost of living, which have adversely affected consumer spending, the company experienced a decline in revenue, reporting £9.8 million compared to £15.6 million in the prior period. This decline reflects lower demand through digital channels and reduced wholesale orders due to the current challenges in the retail markets. 
A focus on greater stock control and realignment of operations within the group helped maintain a healthy gross profit margin of 44% for this period, compared to 45% in the prior period. Despite difficult trading conditions, the Directors are satisfied with the progress being made in nurturing and increasing brand awareness and continue to drive the company forward.

Principal risks and uncertainties
 
The following are seen as key risks and uncertainties to the group :
Changes in the global economic and retail environment. 
Impact of changes in cross border trading, in particular impact of changes between the EU & UK. This is partially mitigated by the use of logistics partners & facilities in those territories 
Foreign exchange movements, due to e-commerce sales and stock supplies being in foreign currencies. It is thought that the risk is mitigated to a large extent as a result of natural hedging arising from currency income from non-UK operations being set off against overseas stock purchases transacted in non-GBP currencies.


Page 1

 
PG2019 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Financial key performance indicators
 
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Page 2

 
PG2019 LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Other key performance indicators
 
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Controls are in place to monitor turnover & KPls on an ongoing basis. These KPls are standard measures reflecting the overall financial and non-financial performance of the business and accordingly management considers these appropriate to monitor and report at board level.
Development and performance
The company aims to boost its sales through 2024/2025 by launching exceptional collections, while simultaneously maintaining strict cost control measures.
Position of the company at the period end
The directors believe that the company is well positioned to continue to deal with the ongoing uncertain climate and take advantage of opportunities as they arise.


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



B C Banks
Director

Date: 30 January 2025
Page 3

 
PG2019 LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 28 APRIL 2024

The directors present their report and the financial statements for the period ended 28 April 2024.

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.

Results and dividends

The loss for the period, after taxation, amounted to £3,002,078 (2023 - profit £3,544,000).

No dividends were declared in the year (2023 - £nil).

Directors

The directors who served during the period were:

B C Banks (appointed 27 December 2023)
C A Williams (appointed 27 December 2023)
A A Adegoke (resigned 27 December 2023)
K L Bishop (resigned 6 November 2023)

Future developments

Future Developments are set out in the Strategic Report.

Page 4

 
PG2019 LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

The auditorsHillier Hopkins LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





B C Banks
Director

Date: 30 January 2025
Page 5

 
PG2019 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PG2019 LIMITED
 

Opinion


We have audited the financial statements of PG2019 Limited (the 'Company') for the period ended 28 April 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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 28 April 2024 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 6

 
PG2019 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PG2019 LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Page 7

 
PG2019 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PG2019 LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

assess the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management, about their own identification and assessment of the risks of irregularities;

any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to:
°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. 
 
Page 8

 
PG2019 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PG2019 LIMITED (CONTINUED)



We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, and relevant tax legislation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jonathan Franks FCA (Senior Statutory Auditor)
  
for and on behalf of
Hillier Hopkins LLP
 
Chartered Accountants
Statutory Auditor
  
Ground Floor
45 Pall Mall
London
SW1Y 5JG

30 January 2025
Page 9

 
PG2019 LIMITED
 
 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 28 APRIL 2024

2024
2023
Note
£
£

  

Turnover
  
9,835,384
15,631,932

Cost of sales
  
(5,510,949)
(8,603,827)

Gross profit
  
4,324,435
7,028,105

Distribution costs
  
(2,338,073)
(4,392,247)

Administrative expenses
  
(2,537,834)
(3,720,573)

Other operating income
  
2,325
320,015

Exceptional items
 10 
-
4,387,152

Operating (loss)/profit
  
(549,147)
3,622,452

Provision for intercompany loans
  
(2,779,675)
-

Interest payable and similar expenses
  
-
(91,452)

(Loss)/profit before tax
  
(3,328,822)
3,531,000

Tax on (loss)/profit
  
326,744
13,000

(Loss)/profit after tax
  
(3,002,078)
3,544,000

  

  

Retained earnings at the beginning of the period
  
5,602,000
2,058,000

(Loss)/profit for the period
  
(3,002,078)
3,544,000

Retained earnings at the end of the period
  
2,599,922
5,602,000
The notes on pages 13 to 28 form part of these financial statements.

Page 10

 
PG2019 LIMITED
REGISTERED NUMBER: 11628610

BALANCE SHEET
AS AT 28 APRIL 2024

28 April
30 April
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 11 
-
297,152

Tangible assets
 12 
-
228,297

  
-
525,449

Current assets
  

Stocks
 13 
1,058,561
2,737,278

Debtors: amounts falling due within one year
 14 
1,967,100
780,268

Cash at bank and in hand
 15 
552,815
3,623,000

  
3,578,476
7,140,546

Creditors: amounts falling due within one year
 16 
(878,454)
(2,063,895)

Net current assets
  
 
 
2,700,022
 
 
5,076,651

Total assets less current liabilities
  
2,700,022
5,602,100

Provisions for liabilities
  

Other provisions
 18 
(100,000)
-

  
 
 
(100,000)
 
 
-

Net assets
  
2,600,022
5,602,100


Capital and reserves
  

Called up share capital 
  
100
100

Profit and loss account
  
2,599,922
5,602,000

  
2,600,022
5,602,100

Page 11

 
PG2019 LIMITED
REGISTERED NUMBER: 11628610
    
BALANCE SHEET (CONTINUED)
AS AT 28 APRIL 2024

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




B C Banks
Director

Date: 30 January 2025

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

Page 12

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

1.


General information

PG2019 Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6-10 Market Road, London, United Kingdom, N7 9PW.
The principal activity of the Company is operating under the brand name Pretty Green as a UK based lifestyle clothing brand.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest pound.

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 entity previously prepared its financial statements under FRS 101: Reduced Disclosure Framework. These are the first financial statements prepared in accordance with FRS 102, and the transition date is 1 May 2023. The transition to FRS 102 has not resulted in changes to the accounting policies compared to those applied under FRS 101 and has not affected the reported financial position and financial performance of the entity.
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 comparative figures are for the 65 week period from 30 January 2022 to 30 April 2023.
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 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Four (Holdings) Limited as at 28 April 2024 and these financial statements may be obtained from 6-10 Market
Road, London, England, N7 9PW.

Page 13

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts and sales related taxes.
In the case of goods sold through the retail stores and trading website, turnover is recognised when goods are sold and the title has passed, less provision for returns. Accumulated experience is used to estimate and provide for such returns at the time of the sale.

 
2.5

Operating leases: the Company as lessee

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

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

 
2.6

Finance costs

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

Page 14

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

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

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

 
2.8

Current and deferred taxation

The tax expense for the period 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.


 
2.9

Exceptional items

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

 
2.10

Intangible assets

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

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

 
2.11

Tangible fixed assets

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

Page 15

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
life of lease
Fixtures and fittings
-
4 years
Computer equipment
-
3 years

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

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

 
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit ("CGU") to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

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 weighted average 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.

 
2.14

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.

Page 16

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.15

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.

 
2.16

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.

 
2.17

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 instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company 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 Company's Balance Sheet when the Company 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
 
Page 17

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)


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
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 
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.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
 
Page 18

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)


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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.


Page 19

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgments or estimations are necessarily applied are summarised below.
Onerous lease provision
An onerous lease provision has been included in the accounts based upon the management's assessment of whether the unavoidable costs of meeting the obligation under the lease contract exceeds the economic benefits expected to be received under it. There is currently no industry standard as to whether a bricks and mortar store contributes to ecommerce sales by way of marketing and brand awareness. For the consideration of this provision, it has been assumed that any connection is immaterial and consequently retail units have been considered as stand alone units.
Provision for stock
The Company applies a general provision consistently to its stocks in respect of both obsolescence and shrinkage, based on the directors' experience of the net realisable value of stocks over the previous years. The directors review this provision periodically in the light of any evidence of change.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the business.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
8,899,874
15,631,932

Rest of Europe
591,567
-

Rest of the world
343,943
-

9,835,384
15,631,932


Analysis of turnover by country of destination is not available for the previous financial period. 


5.


Operating (loss)/profit

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

2024
2023
£
£

Exchange differences
9,513
(6,120)

Other operating lease rentals
278,557
305,275

Page 20

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

6.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
20,000
17,000


7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
1,662,990
2,413,862

Social security costs
143,101
259,256

Cost of defined contribution pension scheme
36,473
65,112

1,842,564
2,738,230


The average monthly number of employees, including the directors, during the period was as follows:


        2024
        2023
            No.
            No.







Sales and distribution
27
38



Administration
12
9

39
47


8.


Interest payable and similar expenses

2024
2023
£
£


Loans from group undertakings
-
91,452

-
91,452

Page 21

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
(13,000)


Total current tax
-
(13,000)

Deferred tax


Origination and reversal of timing differences
(326,744)
-

Total deferred tax
(326,744)
-


Tax on (loss)/profit
(326,744)
(13,000)
Page 22

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
 
9.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(3,328,822)
3,531,000


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(832,206)
670,890

Effects of:


Non-tax deductible amortisation of goodwill and impairment
137,361
584,000

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
610
-

Capital allowances for period/year in excess of depreciation
(44,850)
(79,000)

Non-qualifying depreciation
-
9,000

Other timing differences leading to an increase (decrease) in taxation
(1,180)
-

Non-taxable income
-
(1,444,000)

Changes in provisions leading to an increase (decrease) in the tax charge
694,919
-

Unrelieved tax losses carried forward
(281,398)
-

Other differences leading to an increase (decrease) in the tax charge
-
19,110

Group relief
-
240,000

Marginal relief
-
(13,000)

Total tax charge for the period/year
(326,744)
(13,000)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

10.


Exceptional items

2024
2023
£
£


Write-off of JD Sports Fashion Plc loans
-
(7,402,000)

Impairment of intangible assets
-
3,011,000

Loss on disposal of IFRS 16 assets and liabilities
-
3,848

-
(4,387,152)


11.


Intangible assets






Trademarks

£



Cost


At 1 May 2023
638,151



At 28 April 2024

638,151



Amortisation


At 1 May 2023
340,999


Charge for the period on owned assets
166,507


Impairment charge
130,645



At 28 April 2024

638,151



Net book value



At 28 April 2024
-



At 30 April 2023
297,152



Page 24

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

12.


Tangible fixed assets







Improve- ments to leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 May 2023
177,967
180,736
96,216
454,919


Disposals
(74,404)
(27,968)
-
(102,372)



At 28 April 2024

103,563
152,768
96,216
352,547



Depreciation


At 1 May 2023
88,575
60,548
77,499
226,622


Charge for the period on owned assets
19,276
25,327
4,625
49,228


Disposals
(60,109)
(15,294)
-
(75,403)


Impairment charge
55,821
82,187
14,092
152,100



At 28 April 2024

103,563
152,768
96,216
352,547



Net book value



At 28 April 2024
-
-
-
-



At 30 April 2023
89,392
120,188
18,717
228,297


13.


Stocks

28 April
30 April
2024
2023
£
£

Finished goods and goods for resale
1,058,561
2,737,278

1,058,561
2,737,278




Page 25

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024


14.


Debtors

28 April
30 April
2024
2023
£
£


Trade debtors
147,433
321,833

Amounts owed by group undertakings
1,215,367
41,000

Other debtors
183,448
-

Prepayments and accrued income
107,078
417,435

Deferred taxation
313,774
-

1,967,100
780,268



15.


Cash and cash equivalents

28 April
30 April
2024
2023
£
£

Cash at bank and in hand
552,815
3,623,000

552,815
3,623,000



16.


Creditors: Amounts falling due within one year

28 April
30 April
2024
2023
£
£

Trade creditors
672,835
464,000

Other taxation and social security
18,914
696,118

Other creditors
94,007
18

Accruals and deferred income
92,698
903,759

878,454
2,063,895


Page 26

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

17.


Deferred taxation






2024


£






Charged to profit or loss
326,744


Arising on business combinations
(12,970)



At end of year
313,774

The deferred tax asset is made up as follows:

28 April
30 April
2024
2023
£
£


Depreciation in excess of capital allowances
47,307
-

Tax losses carried forward
228,375
-

General provisions
38,092
-

313,774
-


18.


Provisions






Dilapid- ations and closure costs

£





Charged to profit or loss
100,000



At 28 April 2024
100,000


19.


Share capital

28 April
30 April
2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100


Page 27

 
PG2019 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

20.


Reserves

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses. 


21.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £36,473 (2023 - £65,112). Contributions totalling £2,857 (2023 - £18) were payable to the fund at the balance sheet date and are included in creditors.


22.


Commitments under operating leases

At 28 April 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

28 April
30 April
2024
2023
£
£


Not later than 1 year
5,625
22,500

Later than 1 year and not later than 5 years
-
5,625

5,625
28,125


23.


Related party transactions

The company has taken advantage of the exemption available in accordance with FRS 102 Section 33 'Related party disclosures' not to disclose transactions entered into between two or more members of a group, as the company and the other subsidiaries are wholly owned subsidiary undertakings of the group to which they are party to the transactions.
Trade debtors include a credit amount of £24,593 (2023: £nil) due to a company which owns and controls a shareholder of the ultimate parent company. Sales of £513,602 (2023: £nil) were made to this company in the period. Trade creditors include an amount of £188,819 (2023: £nil) due to this company. Purchases for £238,113 (2023: £nil) were made from this company in the period. 


24.


Controlling party

The parent company is Four Marketing Limited, a company incorporated in England and Wales.
The ultimate parent company is Four (Holdings) Limited, a company incorporated in England and Wales.
The smallest and largest group in which the group accounts is consolidated is within Four (Holdings) Limited, whose accounts are available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.
 
Page 28