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Registered Number:
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2024.
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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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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.
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 profit for the year, after taxation, amounted to £247,459 (2023 - £414,947).
No dividends were paid during the year (2013 - £nil).
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HTG TRADING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors who served during the year and to the date of this report were:
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.
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.
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.
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HTG TRADING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED
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).
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.
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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HTG TRADING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED (CONTINUED)
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.
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.
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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HTG TRADING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING 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 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.
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HTG TRADING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTG TRADING LIMITED (CONTINUED)
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.
for and on behalf of
Statutory Auditor
Fitzroy House
Crown Street
Suffolk
IP1 3LG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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BALANCE SHEET
AS AT 31 DECEMBER 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 27 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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
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:
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
exchange derivatives.
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
There were no factors that may affect future tax changes.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Profit and loss account
Capital contributions included within the profit and loss account amount to £114,024 (2023 - £114,024).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17.Share-based payments (continued)
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).
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.
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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).
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.
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