Registered number:
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
COMPANY INFORMATION
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PG2019 LIMITED
CONTENTS
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PG2019 LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 28 APRIL 2024
The directors present the strategic report for the period ended 28 April 2024.
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.
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.
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PG2019 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024
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.
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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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 2006. They 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.
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).
The directors who served during the period were:
Future Developments are set out in the Strategic Report.
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PG2019 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024
There have been no significant events affecting the Company since the year end.
The auditors, Hillier Hopkins LLP, will 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.
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PG2019 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PG2019 LIMITED
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 policies. The 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).
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.
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.
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PG2019 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PG2019 LIMITED (CONTINUED)
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 Report. Our 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.
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.
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.
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PG2019 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PG2019 LIMITED (CONTINUED)
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.
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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.
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 2006. Our 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Ground Floor
45 Pall Mall
SW1Y 5JG
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PG2019 LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
REGISTERED NUMBER: 11628610
BALANCE SHEET
AS AT 28 APRIL 2024
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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:
The notes on pages 13 to 28 form part of these financial statements.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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
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:
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.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
2.Accounting policies (continued)
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.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
2.Accounting policies (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:
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.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
2.Accounting policies (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.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
2.Accounting policies (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.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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.
The whole of the turnover is attributable to the principal activity of the business.
Analysis of turnover by country of destination:
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
9.Taxation (continued)
There were no factors that may affect future tax charges.
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
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PG2019 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
Profit and loss account
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.
The parent company is
The ultimate parent company is The smallest and largest group in which the group accounts is consolidated is within
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