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Registered Number:01828642 HTG TRADING LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
HTG TRADING LIMITED
COMPANY INFORMATION
Directors | P J Gray
| S A Aspin
Registered number | 01828642
Registered office | 106 Claydon Business Park
| Great Blakenham
| Ipswich
| Suffolk
| IP6 0NL
Independent auditor | Sumer Auditco Limited
| Statutory Auditor
| Fitzroy House
| Crown Street
| Ipswich
| Suffolk
| IP1 3LG
HTG TRADING LIMITED
CONTENTS
| Pages
Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditor's Report | 6 - 9
Statement of Comprehensive Income | 10
Balance Sheet | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 - 27
HTG TRADING LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2024.
Business review
2024 was a very challenging year for the Food Service industry as well as the wider economy. The impacts of Coronavirus are still being felt across the business, albeit less than in previous years, which had an impact on the supply chain of our business, as our suppliers were having some difficulties in procuring component parts to build their products. The lead time for our products and services remained an issue in some of our product range. Despite this, the demand for our products and services were exceptionally strong and some of our key customers were very positive about the future and we saw a high level of demand in the industry. The wars between Russia and Ukraine, and Israel and Hamas, has continued to have a major impact in the world, particularly with the substantial increase in inflation due to the significant price increases in utilities, goods, and services and goods traffic flow. Inflation in the UK in 2024 was c3.5%, a reduction compared to 2023 of 5% with the current outlook being a further reduction in 2025. UK base Interest rates have decreased through the year from a start point of 5.25% in January to 4.75% by the end of December with the expectation that this will continue to come down further but the speed and amount will depend on inflation movements in 2025. We saw a small increase in UK growth in 2024 with GDP increasing by 1.1%. Confidence in the UK is very important, and we have to significantly address these issues as it puts pressure on individuals and business spending. Covid, the two Wars, the economic and political backdrop still had a significant effect on exchange rates throughout 2024. Sterling was very volatile throughout the year. Against the US Dollar reaching the highest rate of 1.3426 at the end of Sept 24 and reaching its lowest rate of 1.2350 in April and ending the year at 1.2548. Against the Euro the lowest point in the year was at 1.1592 in April, with the highest point of 1.2150 in December, ending the year at 1.2059. Work continues to improve margins, control and reduce overheads where possible. We have continued to develop and offer new products to our customers and continue to look at finding new overhead suppliers who provide the same or improved levels of service at a reduced cost. Sales decreased from £18.0m to £16.4m, however the company remains confident about its future growth as demographics and lifestyle trends support an increase in food service activity. Potential “Market disruptions” continue to be kept under constant review along with the impact of inflationary pressures. The gross margin increased from 23.7% to 24.6% through increased pricing to reflect the additional costs that the business has seen through 2023 and into 2024. Overall profit before tax was £329,589 (2023 - £539,660) and had net assets of £8,748,480 (2023 - £8,501,021). Turnover, gross margin and profit before tax are considered to be the key performance indicators of the company. - 1 -
HTG TRADING LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
The risks faced by the Group are reviewed by the Directors and appropriate processes are put in place to monitor and mitigate them. The biggest risks facing the Group are as follows: Exchange rate fluctuations The risk facing the Group is the exposure to currency fluctuations as a major importer of equipment and spare parts. This is continually monitored and managed with the effective utilization of forward contracts. Management continues to monitor exchange rates on a daily basis with a view to taking advantage of any significant positive movements in the foreign exchange markets. The Group only enters into foreign exchange forward contracts to fix underlying costs and does not seek to actively trade any instruments in their own rights. Inflation Inflation is impacting not only the UK but the World, with the price of utilities rocketing along with food and material prices. The Group is constantly reviewing product margins and ensuring any increases are passed on to the Group's customers or the Group provides an alternative solution which is more cost effective if possible. Tariffs Current tariff levels are built into our prices at current levels. We are monitoring current events for any possible movement in those rates into the UK as importers from across the world and will take every step to manage any movements through our cost structures as needed. Liquidity and cash flow risk The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business. Interest rate risk The Company has limited exposure to interest rate risk as a result of low gearing. This report was approved by the Board on and signed on its behalf.
S A Aspin Director
Date: 4 July 2025
- 2 -
HTG TRADING LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 31 December 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 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.
Principal activities
The Company's principal activities during the year were the selling of commercial catering equipment and the provision of aftercare on these products.
Results and dividends
The profit for the year, after taxation, amounted to £247,459 (2023 - £414,947). No dividends were paid during the year (2013 - £nil). - 3 -
HTG TRADING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Directors
The Directors who served during the year and to the date of this report were:
P J Gray
S A Aspin
Matters covered in the strategic report
Information regarding the performance of the Company in the year, principal risks and uncertainties and the future developments of the Company have been disclosed in the Strategic Report.
Financial instruments
The Company does not actively use financial instruments as part of its financial risk management, except for forward foreign exchange contracts. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures. The Company's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and to fix the sterling cost of imported products by entering into forward exchange contracts relating to USD and Euros at the time of ordering. The Company's exposure to the price risk of financial instruments is minimal. As the counterparty to all financial instruments is its bankers, it is also exposed to minimal credit and liquidity risks in respect of these instruments. Its cash flow risk in respect of forward currency purchases is also minimal as it aims to pay suppliers in accordance with their stated terms, matching the maturity of the currency purchases. Forward currency contracts are utilised to hedge against the foreign exchange cash flow risk. The Directors do not consider any other risks attaching to the use of financial instruments to be material to an assessment of its financial position or profit.
Research and development activities
The Company's policy on research and development is to maintain expenditure at a level to ensure, where appropriate, that all products retain their competitive position in the marketplace.
Qualifying third party indemnity provisions
The Company made qualifying third party indemnity provisions for the benefit of its Directors during the year which remain in force at the date of this report.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. - 4 -
HTG TRADING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Auditor
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 and signed on its behalf.
S A Aspin Director
Date: 4 July 2025
- 5 -
HTG TRADING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED
Opinion
We have audited the financial statements of HTG Trading Limited (the 'Company') for the year ended 31 December 2024, which comprise of the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting 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). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. - 6 -
HTG TRADING LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. - 7 -
HTG TRADING LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the Directors (as required by auditing standards), inspection of the Company's regulatory and legal correspondence and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of noncompliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery and corruption, human rights and employment law, GDPR, trade/import and Fire-Gas regulations compliance. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the Company complies with such regulations; enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, review of Board minutes, testing the appropriateness of journal entries and the performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud. The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the Company’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. - 8 -
HTG TRADING LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 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 22 August 2025 - 9 -
HTG TRADING LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Notes | £ | £
Turnover | 4 | 16,390,824 | 17,958,054
Cost of sales |  | (12,354,332) | (13,706,424)
Gross profit |  | 4,036,492 | 4,251,630
Distribution costs |  | (2,029,186) | (1,985,638)
Administrative expenses |  | (1,761,846) | (1,653,861)
Net movement on derivative financial instruments |  | 81,064 | (73,011)
Operating profit | 5 | 326,524 | 539,120
Interest receivable and similar income |  | 3,192 | 1,736
Interest payable and similar expenses |  | (127) | (1,196)
Profit before tax |  | 329,589 | 539,660
Tax on profit | 8 | (82,130) | (124,713)
Profit for the financial year |  | 247,459 | 414,947
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 13 to 27 form part of these financial statements.
- 10 -
HTG TRADING LIMITED REGISTERED NUMBER:01828642
BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Notes |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 9 |  | 32,481 |  | 58,381
|  |  | 32,481 |  | 58,381
Current assets |  |  |  |  |
Stocks | 10 | 4,627,559 |  | 3,469,923 |
Debtors: amounts falling due within one year | 11 | 10,285,393 |  | 8,968,983 |
Cash at bank and in hand |  | 787,799 |  | 1,055,420 |
|  | 15,700,751 |  | 13,494,326 |
Creditors: amounts falling due within one year | 12 | (6,909,751) |  | (4,925,929) |
Net current assets |  |  | 8,791,000 |  | 8,568,397
Total assets less current liabilities |  |  | 8,823,481 |  | 8,626,778
Creditors: amounts falling due after more than one year | 13 |  | (70,276) |  | (117,625)
|  |  | 8,753,205 |  | 8,509,153
Deferred tax | 14 |  | (4,725) |  | (8,132)
Net assets |  |  | 8,748,480 |  | 8,501,021
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | 120,000 |  | 120,000
Share premium account | 16 |  | 21,918 |  | 21,918
Profit and loss account | 16 |  | 8,606,562 |  | 8,359,103
|  |  | 8,748,480 |  | 8,501,021
The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
S A Aspin
Director
Date: 4 July 2025
The notes on pages 13 to 27 form part of these financial statements. - 11 -
HTG TRADING LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 120,000 | 21,918 | 7,944,156 | 8,086,074
Profit for the year | - | - | 414,947 | 414,947
At 1 January 2024 | 120,000 | 21,918 | 8,359,103 | 8,501,021
Profit for the year | - | - | 247,459 | 247,459
At 31 December 2024 | 120,000 | 21,918 | 8,606,562 | 8,748,480
| The notes on pages 13 to 27 form part of these financial statements.
- 12 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
HTG Trading Limited (the "Company") is a private company limited by shares and it is domiciled and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and its principal activities are set out in the Directors' Report. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; and ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of PGSA Holdings Limited as at 31 December 2024 and these financial statements may be obtained from The Secretary, PGSA Holdings Limited, 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk, IP6 0NL.
| 2.3 | Going concern
The Directors have considered the principal risks and uncertainties included in the Strategic Report in preparing its forecasts as part of its going concern assessment. The Directors have prepared cashflow forecasts to 31 December 2025 and budgets to 31 December 2028, which indicate that the Company has sufficient resources available to meet its liabilities as they fall due and to continue to trade. Accordingly, the Directors consider that it is appropriate to prepare the financial statements on a going concern basis. - 13 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is £ Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in Other Comprehensive Income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Revenue from the sale of machines and parts - when the machines or parts have been dispatched to the customer. Revenue from machine services - the date the service took place. Revenue from the sale of maintenance contracts is recognised over the period to which the contract relates. - 14 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Leased assets: the Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. All other leases are treated as operating leases. Their annual rentals are charged to profit and loss on a straight line basis over the term of the lease.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Pensions
Defined contribution pension Scheme The Company operates a defined contribution 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.
| 2.9 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. - 15 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 10 - 33% straight line
|  |  |  | Fixtures and fittings | - | 10 - 33% straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. - 16 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis and comprises direct material costs and freight costs. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit and loss.
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.15 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.16 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
| 2.17 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Financial assets
Derivatives, consisting of forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss. The company does not currently apply hedge accounting for foreign - 17 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.18 | Financial assets (continued)
exchange derivatives.
| 2.19 | Financial liabilities
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities, excluding convertible debt and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for income and expenditure during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The critical judgements and key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are mentioned below: Useful economic lives of property, plant and equipment The annual depreciation charge for property, plant and equipment is sensitive to changes in the useful economic lives and residual values of assets. The economic lives and residual values are re-assessed annually. They are revised when necessary to reflect current estimates, based on recoverability and expected economic utilisation of the asset. Valuation of stocks Determined whether there are any indications of impairment of the Company's stock. Factors taken into consideration in reaching such a decision include the current and forecast market conditions, product life cycle, levels of sales in the past two years, current levels of demand, and likely selling price. Recoverability of trade debtors A provision for bad debts is made where it is identified that a trade debtor may not be recoverable in full by the Company. The bad debt provision is made on a specific basis against customer balances where they are not considered recoverable based upon payment history and aging profile. - 18 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 16,374,519 | 17,920,470
| Rest of Europe | 16,305 | 37,584
|  | 16,390,824 | 17,958,054
| All turnover is derived from the Company's principal activities.
5. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation on tangible fixed assets | 30,464 | 35,431
| Fees payable to the Company's auditor for the audit of the Company's annual financial statements | 19,900 | 17,000
| Net foreign exchange (gains)/losses | (272,689) | 109,916
| Operating lease rentals | 211,111 | 194,418
- 19 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 3,084,573 | 3,047,769
| Social security costs | 332,593 | 311,243
| Cost of defined contribution scheme | 140,264 | 145,165
|  | 3,557,430 | 3,504,177
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Selling and distribution | 29 | 32
|  | Administration | 35 | 35
|  |  | 64 | 67
7. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 285,457 | 285,457
| Company contributions to defined contribution pension scheme | 17,830 | 15,848
|  | 303,287 | 301,305
| During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of the defined contribution pension schemes.
| The highest paid Director received remuneration of £160,523 (2023 - £146,192).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £9,368 (2023 - £8,984).
- 20 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| UK Corporation tax on profit for the year | 85,537 | 136,020
| Adjustments in respect of previous years | - | (5,116)
| Total current tax | 85,537 | 130,904
| Deferred tax |  |
| Origination and reversal of timing differences | (3,407) | (6,191)
| Total deferred tax | (3,407) | (6,191)
| Taxation on profit on ordinary activities | 82,130 | 124,713
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 329,589 | 539,660
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | 82,397 | 126,928
| Effects of: |  |
| Expenses not deductible for tax purposes | 111 | 3,266
| Adjustments in respect of prior years | (379) | (5,116)
| Tax rate changes | 1 | (365)
| Total tax charge for the year | 82,130 | 124,713
| Factors that may affect future tax charges
There were no factors that may affect future tax changes. - 21 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Tangible fixed assets
|  | Plant and machinery | Fixtures and fittings | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 158,079 | 173,227 | 331,306
| Additions | 2,250 | 2,314 | 4,564
| Disposals | (31,006) | (4,367) | (35,373)
| At 31 December 2024 | 129,323 | 171,174 | 300,497
| Depreciation |  |  |
| At 1 January 2024 | 146,267 | 126,658 | 272,925
| Charge for the year on owned assets | 11,466 | 18,998 | 30,464
| Disposals | (31,006) | (4,367) | (35,373)
| At 31 December 2024 | 126,727 | 141,289 | 268,016
| Net book value |  |  |
| At 31 December 2024 | 2,596 | 29,885 | 32,481
| At 31 December 2023 | 11,812 | 46,569 | 58,381
10. | Stocks
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Finished goods and goods for resale | 4,627,559 | 3,469,923
| The carrying value of stocks are stated net of impairment losses totalling £213,006 (2023 - £299,329). Impairment losses totalling £86,323 (2023 - £1,142) were recognised in profit and loss.
- 22 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors |  | 2,837,358 | 2,150,255
| Amounts owed by group undertakings |  | 6,960,304 | 6,732,474
| Other debtors |  | - | 2,195
| Prepayments and accrued income |  | 404,935 | 82,327
| Derivative financial instruments | 21 | 82,796 | 1,732
|  |  | 10,285,393 | 8,968,983
| The amounts owed by group undertakings are interest free and repayable on demand.
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Payments received on account | 320,800 | 265,179
| Trade creditors | 4,943,323 | 3,265,747
| Corporation tax payable | 85,537 | 22,625
| Other taxation and social security | 635,117 | 444,523
| Other creditors | 8,345 | 18,345
| Accruals and deferred income | 916,629 | 909,510
|  | 6,909,751 | 4,925,929
13. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accruals and deferred income | 70,276 | 117,625
- 23 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Deferred taxation
|  | 2024
|  | £
| At beginning of year | (8,132)
| Utilised in year | 3,407
| At end of year | (4,725)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | 7,662 | 14,025
| Other short term timing differences | (2,937) | (5,893)
|  | 4,725 | 8,132
15. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Authorised, allotted, called up and fully paid |  |
|  | 120,000 Ordinary shares of £1 each | 120,000 | 120,000
16. | Reserves
Share premium account The Share Premium Account includes the premium on issue of equity shares, net of any issue costs. Profit and loss account The Profit and Loss Account reserve represents cumulative profits or losses, net of dividends paid and capital contributions made by the Company's intermediate holding company, in respect of the Group's share-based payment scheme. Capital contributions included within the profit and loss account amount to £114,024 (2023 - £114,024). - 24 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | 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) 2024 | Number 2024 | Weighted average exercise price (pence) 2023 | Number 2023
| Outstanding at the beginning of the year | 100 | 124,000 | 100 | 124,000
| Exercised during the year | 0 | - | 0 | -
| 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%
- 25 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 17.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.
18. | Contingent liabilities
The Company has entered into a cross company guarantee with the ultimate parent undertaking the borrowings provided by Triple Point Advancr Leasing Plc. At the year end the ultimate parent undertaking had borrowings amounting to £1,893,486 (2023 - £2,175,706).
19. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered funds. The pension cost charge represents contributions payable by the Company to the fund and amounted to £140,264 (2023 -£145,165). Contributions amounting to £20,783 (2023 - £22,022) were payable to the fund at the reporting date and are included in other creditors.
20. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 265,321 | 275,360
| Later than 1 year and not later than 5 years | 1,042,298 | 1,177,388
|  | 1,307,619 | 1,452,748
- 26 -
HTG TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 21.Other financial commitments The Company enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2024, the outstanding contracts all mature within 12 months (2023 - 12 months) of the year end. The Company is committed to buy US$5,890,000 and €5,650,000 and pay a fixed sterling amount (2023- US$4,690,000 and €5,030,000). The forward currency contracts measured at fair value at 31 December 2024 amounted to an asset of £82,796 (2023 - £1,732). The fair values of the assets and liabilities held at fair value through the profit and loss at the reporting date are determined using foreign exchange forward rates (source: Bloomberg) for the currency forward contracts and The Bloomberg Stochastic Local Volatility Model For FX Exotics model which captures the probability-based effect of the optionality using a Black Scholes model for the option dated forwards. At 31 December 2024, the fair value movement on forward currency contracts was a gain of £81,064 (2023 - £73,011).
22. | Related party transactions
| All related transactions between the Company and other group members are eliminated on consolidation and advantage has therefore been taken of the exemption not to disclose group related party transactions in these financial statements. Remuneration amounting to £21,301 (2023 - £20,384) was paid to close members of the Directors' families during the year. Key management personnel Key management personnel are considered to the the Directors of the company.
23. | Controlling party
The immediate parent undertaking is Taylor Freezer (UK) Limited. The ultimate parent undertaking is PGSA Holdings Limited. The Group was under the control of directors and majority shareholders, S A Aspin and P Gray throughout the year. The parent undertaking of the largest and smallest group for which consolidated accounts are prepared including the results of the Company is headed by PGSA Holdings Limited. Consolidated financial statements are publicly available from The Secretary, PGSA Holdings Limited, 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk IP6 0NL.
- 27 -