ACCOUNTS - Final Accounts preparation

Operating (loss)/profit

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

HTG INVESTMENTS LIMITED - Company Information

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Registered Number:08567991

HTG INVESTMENTS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020


HTG INVESTMENTS LIMITED

COMPANY INFORMATION

Directors	D McCulloch
	D Wrench
	M G Wood
	S A Aspin
	P J Gray
	D Storrer (resigned 31 August 2020)


Registered number	08567991


Registered office	106 Claydon Business Park
	Great Blakenham
	Ipswich
	Suffolk
	IP6 0NL


Independent auditor	Scrutton Bland LLP
	Chartered Accountants & Statutory Auditor
	Fitzroy House
	Crown Street
	Ipswich
	Suffolk
	IP1 3LG


HTG INVESTMENTS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 5
Independent Auditor's Report	6 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11 - 12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Analysis of Net Debt	18
Notes to the Financial Statements	19 - 41


HTG INVESTMENTS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2020

Introduction

The directors present their Strategic Report together with the audited financial statements for the year ended 31st December 2020.

Business review

2020 was a very challenging year for the Food Service industry as well as the wider economy. Coronavirus had a major impact on the business as the UK went into three different lockdowns throughout that period with the majority of people being asked to stay at home and work from home. This resulted in a large number of our customers having to close their businesses throughout the lockdown periods. This had a significant effect on our business, as the demand for our products reduced significantly. To minimise the impact of this, we restructured our business in the spring and utilised the government support schemes wherever possible. This also enabled the business to keep experienced people within the business so that when the pandemic eases and the economy unlocks, we are ready to provide our services to our customers.
In December the UK started the Covid immunisation programme, followed by the government announcing a gradual plan for unlocking the UK. This will mean our customers can re-open and in turn enables us to start trading normally again as we progress through 2021.
The political backdrop has also changed throughout the year where the UK left the EU on the 1st January 2020, and has negotiated a series of agreements with the EU prior to the 31st December 2020 deadline, including a trade deal which was very important. The United States of America also had a change on the political front with the election of a new President.
The Covid and Political backdrop had a significant effect on exchange rates throughout 2020. Sterling reduced throughout the year but recovered towards the end of the year and has remained at this higher level.
As a result of these factors, sales fell from £14.3m to £9.0m.
Work continues to improve margins and tightly control and reduce overhead costs wherever possible. Emphasis has been placed on finding new overhead suppliers who provide the same or improved levels of service at a reduced cost.
Despite the turbulence of the previous three years, the group remains confident about its future growth as demographics and life style trends support an increase in foodservice activity. Potential “market disruptions” continue to be kept under constant review.

- 1 -


HTG INVESTMENTS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2020

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 company are two-fold.
The first risk facing the group is Coronavirus, which has caused a significant amount of uncertainty and risk to the business. The group has utilised the government support schemes wherever it can, and will continue to do so in the future. It has also introduced Health and Safety policies that are in line or better than the government guidelines. With the introduction of vaccination programmes and the plan to unlock the country gradually, we are confident that people and businesses will want to get back to as normal a life as possible.
The second 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 utilisation 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 business only enters into FOREX contracts to fix underlying costs and does not seek to actively trade any instruments in their own right.

This report was approved by the board on 22 March 2021 and signed on its behalf.

S A Aspin

Director

- 2 -


HTG INVESTMENTS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2020

The directors present their report and the financial statements for the year ended 31 December 2020.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The Company's principal activity is that of a holding company.
The Group'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 loss for the year, after taxation, amounted to £784,000 (2019 - profit £77,000).

Dividends paid, during the year, amounted to £NIL (2019 - £NIL).

- 3 -

HTG INVESTMENTS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2020

Directors

The directors who served during the year were:

D McCulloch

D Wrench

M G Wood

S A Aspin

P J Gray

D Storrer (resigned 31 August 2020)

Matters covered in the strategic report

Information regarding the future developments of the company can be found in the strategic report.

Financial instruments

The Group does not actively use financial instruments as part of its financial risk management. 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 Group'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 components by entering into forward exchange contracts at the time of ordering.
The Group's exposure to the price risk of financial instruments is therefore 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 is 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 assessment of its financial position or profit.

Research and development activities

The Group'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 market place.

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 and the Group's auditor is unaware, and

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

- 4 -

HTG INVESTMENTS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2020

Post balance sheet events

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

This report was approved by the board on 22 March 2021 and signed on its behalf.

S A Aspin

Director

- 5 -


HTG INVESTMENTS LIMITED

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

Opinion

We have audited the financial statements of HTG Investments Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2020, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company 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 Group's and of the parent Company's affairs as at 31 December 2020 and of the Group's loss 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 Group 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 Group's or the parent 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 INVESTMENTS LIMITED

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company 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.

- 7 -

HTG INVESTMENTS LIMITED

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

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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

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 Group 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 group 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 group is subject to many other laws and regulations where the consequences of noncompliance
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 FGas
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 group 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.

- 8 -

HTG INVESTMENTS LIMITED

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

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’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.

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.

Sharon Gravener (Senior Statutory Auditor)

for and on behalf of

Scrutton Bland LLP

Chartered Accountants

Statutory Auditor

Fitzroy House

Crown Street

Ipswich

Suffolk

IP1 3LG

22 March 2021

- 9 -


HTG INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2020

	2020	2019
Note	£000	£000


Turnover	4	8,959	14,274
Cost of sales		(7,208)	(10,852)
Gross profit		1,751	3,422
Distribution costs		(1,276)	(1,549)
Administrative expenses		(1,666)	(1,703)
Exceptional administrative expenses		(63)	-
Other operating income		414	-
Fair value movements		(74)	(15)
Operating (loss)/profit	6	(914)	155
Interest receivable and similar income	9	-	2
Interest payable and expenses	10	(6)	-
(Loss)/profit before tax		(920)	157
Tax on (loss)/profit	11	136	(80)
(Loss)/profit for the financial year		(784)	77

(Loss)/profit for the year attributable to:
Owners of the parent company		(784)	77

There was no other comprehensive income for 2020 (2019:£NIL).

The notes on pages 19 to 41 form part of these financial statements.

- 10 -


HTG INVESTMENTS LIMITED REGISTERED NUMBER:08567991

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2020

		2020		2019
Note		£000		£000

Fixed assets
Intangible assets	14		2,512		2,705
Tangible assets	15		96		151
			2,608		2,856
Current assets
Stocks	17	1,588		2,266
Debtors: amounts falling due within one year	18	1,280		1,812
Cash at bank and in hand	19	2,212		1,110
		5,080		5,188
Creditors: amounts falling due within one year	20	(3,839)		(3,610)
Net current assets			1,241		1,578
Total assets less current liabilities			3,849		4,434
Creditors: amounts falling due after more than one year	21		(212)		-
Provisions for liabilities
Deferred taxation	23	-		(22)
			-		(22)
Net assets			3,637		4,412

- 11 -


HTG INVESTMENTS LIMITED REGISTERED NUMBER:08567991

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2020

	2020	2019
Note	£000	£000

Capital and reserves
Called up share capital	25	2,106	2,106
Capital redemption reserve	26	48	48
Profit and loss account	26	1,483	2,258
Equity attributable to owners of the parent Company		3,637	4,412

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 March 2021.

S A Aspin

Director

The notes on pages 19 to 41 form part of these financial statements.

- 12 -


HTG INVESTMENTS LIMITED REGISTERED NUMBER:08567991

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2020

		2020		2019
Note		£000		£000

Fixed assets
Investments	16		4,259		4,368
Current assets
Debtors: amounts falling due within one year	18	80		80
Cash at bank and in hand	19	8		3
		88		83
Creditors: amounts falling due within one year	20	(2,274)		(2,283)
Net current liabilities			(2,186)		(2,200)
Total assets less current liabilities			2,073		2,168


Net assets			2,073		2,168

Capital and reserves
Called up share capital	25	2,106	2,106
Capital redemption reserve	26	48	48
Profit and loss account	26	(81)	14
		2,073	2,168

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 March 2021.

S A Aspin

Director

The notes on pages 19 to 41 form part of these financial statements.

- 13 -


HTG INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 January 2019	2,154	-	2,239	4,393
Comprehensive income for the year
Profit for the year	-	-	77	77
Total comprehensive income for the year	-	-	77	77
Purchase of own shares	-	48	(80)	(32)
Shares redeemed during the year	(48)	-	-	(48)
Share based payment credit	-	-	22	22
Total transactions with owners	(48)	48	(58)	(58)

At 1 January 2020	2,106	48	2,258	4,412
Comprehensive income for the year
Loss for the year	-	-	(784)	(784)
Total comprehensive income for the year	-	-	(784)	(784)
Share based payment credit	-	-	9	9
Total transactions with owners	-	-	9	9
At 31 December 2020	2,106	48	1,483	3,637

The notes on pages 19 to 41 form part of these financial statements.

- 14 -


HTG INVESTMENTS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 January 2019	2,154	-	143	2,297
Comprehensive income for the year
Loss for the year	-	-	(71)	(71)
Total comprehensive income for the year	-	-	(71)	(71)
Contributions by and distributions to owners
Purchase of own shares	-	48	(80)	(32)
Shares redeemed during the year	(48)	-	-	(48)
Share based payment credit	-	-	22	22
Total transactions with owners	(48)	48	(58)	(58)

At 1 January 2020	2,106	48	14	2,168
Comprehensive income for the year
Loss for the year	-	-	(104)	(104)
Total comprehensive income for the year	-	-	(104)	(104)
Contributions by and distributions to owners
Shared based payment credit	-	-	9	9
Total transactions with owners	-	-	9	9
At 31 December 2020	2,106	48	(81)	2,073

The notes on pages 19 to 41 form part of these financial statements.

- 15 -


HTG INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2020

			2020	2019
			£000	£000

Cash flows from operating activities
(Loss)/profit for the financial year	(784)	77
Adjustments for:
Amortisation of intangible assets	193	193
Depreciation of tangible assets	42	27
Loss on disposal of tangible assets	21	-
Interest paid	6	-
Interest received	-	(2)
Taxation charge	(136)	80
Decrease in stocks	678	654
Decrease/(increase) in debtors	646	(111)
Increase/(decrease) in creditors	186	(647)
Increase/(decrease) in provisions	-	(40)
Net fair value losses recognised in P&L	59	184
Corporation tax (paid)	(54)	(125)
Share based payment charges	9	22
Net cash generated from operating activities	866	312

Cash flows from investing activities
Purchase of tangible fixed assets	(8)	(121)
Interest received	-	2
Net cash from investing activities	(8)	(119)
Cash flows from financing activities
Purchase of ordinary shares	-	(80)
New government loans	250	-
Interest paid	(6)	-
Net cash used in financing activities	244	(80)

- 16 -


HTG INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2020

		2020	2019
		£000	£000


Net increase in cash and cash equivalents	1,102	113
Cash and cash equivalents at beginning of year	1,110	997
Cash and cash equivalents at the end of year	2,212	1,110

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,212	1,110
	2,212	1,110

The notes on pages 19 to 41 form part of these financial statements.

- 17 -


HTG INVESTMENTS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2020


At 1 January 2020	Cash flows	At 31 December 2020
£000	£000	£000

Cash at bank and in hand	1,110	1,102	2,212
Debt due after 1 year	-	(212)	(212)
Debt due within 1 year	-	(38)	(38)
	1,110	852	1,962

The notes on pages 19 to 41 form part of these financial statements.

- 18 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

1.	General information

HTG Investments Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company information page and the nature of the Group's operations and its principal activities are set out in the Group strategic report and 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 financial statements have been drawn up on a going concern basis. The directors have considered the financial position of the company for a period of 12 months from the date of approval of these accounts and are of the opinion that the company will be a going concern for that period.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions
In preparing the separate financial statements of the Parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
• Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations for the Group and Parent Company would be identical;
• No cash flow statement has been presented for the Parent Company;
• No disclosure has been given for the aggregate remuneration of the key management personnel of the Parent Company as their remuneration is included in the totals for the Group as a whole.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

- 19 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated 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'.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 - the earliest of the date of despatch or transfer of legal ownership.
Revenue from machine services - the date the service took place.
Revenue from the sale of maintenance contracts is recognised in the period to which the contract relates.
Sales to third parties exclude value added tax and comprise sales of machines, consumable and machine parts, the provision of machine services and the sale of maintenance contracts.

- 20 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

2.5

Leased assets: the Group 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.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

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

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

- 21 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

2.10

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 Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.11

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

- 22 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill represents the excess of the cost of a business combination over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of subsidiaries is included in 'intangible assets'. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill amortisation is calculated by applying the straight-line method to its estimated useful life of 20 years, and is included within 'administrative expenses'.
Estimates of the useful economic life of goodwill are based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

2.13

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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

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.

- 23 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

2.16

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.

2.17

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.

2.18

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.

2.19

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.

2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

2.21

Financial assets

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

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 exchange derivatives.

- 24 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

2.22

Financial liabilities and equity

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 convertable debt and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost.

2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following judgements:
Determine whether leases entered into by the group are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Determine whether there are indicators of impairment of the Group's tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Determine 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.
Other key sources of estimation uncertainty:
Share based payments (Note 27)
The company issues equity settled share-based payments to certain Directors of HTG Trading Limited. 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 based payments were issued in the year ended 31 December 2019 or the year ended 31 December 2020.

- 25 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

Turnover

Analysis of turnover by country of destination:

					2020	2019
					£000	£000

United Kingdom	8,933	14,159
Rest of Europe	26	68
Rest of the world	-	47
	8,959	14,274

5.	Other operating income
		2020	2019
		£000	£000

Government grants receivable	414	-
	414	-

Depreciation of tangible fixed assets	42	27
Fees payable to the Group's auditor for the audit of the Company's annual accounts	4	4
Exchange differences	(10)	98
Other operating lease rentals	201	199
Share based payment	9	22

- 26 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2020	2019	2020	2019
£000	£000	£000	£000


Wages and salaries	2,168	2,752	-	-
Social security costs	249	305	-	-
Cost of defined contribution scheme	142	171	-	-
	2,559	3,228	-	-

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

	Group 2020	Group 2019
	No.	No.

Selling and distribution	32	45
Administration	34	34

	66	79

The Company has no employees other than the directors, who did not receive any remuneration (2019 - £NIL)

8.	Directors' remuneration

	Directors' remuneration is all paid by the subsidiary company.

	During the year retirement benefits were accruing to 3 directors (2019 - 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £115,000 (2019 - £125,000).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,000 (2019 - £6,000).

- 27 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

9.	Interest receivable
		2020	2019
		£000	£000

Other interest receivable

10.	Interest payable and similar expenses
		2020	2019
		£000	£000

	Bank interest payable	6	-
		6	-

Corporation tax
Current tax on profits for the year	(54)	54
Adjustments in respect of previous periods	-	10

Total current tax	(54)	64

Deferred tax
Origination and reversal of timing differences	(82)	16
Total deferred tax	(82)	16


	Taxation on (loss)/profit on ordinary activities	(136)	80

- 28 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

11.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(920)

157

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)	(175)	30
Effects of:
Non-tax deductible amortisation of goodwill and impairment	37	37
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	3	4
Adjustments to tax charge in respect of prior periods	-	10
Changes in tax rate	(1)	(1)
Total tax charge for the year	(136)	80

- 29 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

11.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Exceptional items
		2020	2019
		£000	£000

	Redundancy costs	63	-
		63	-

13.	Fair value movement
		2020	2019
		£000	£000

	Fair value movement on forward currency contracts	74	15
		74	15

- 30 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

14.	Intangible assets
	Group

		Goodwill
		£000
	Cost
	At 1 January 2020	3,863
	At 31 December 2020	3,863
	Amortisation
	At 1 January 2020	1,158
	Charge for the year on owned assets	193
	At 31 December 2020	1,351
	Net book value
	At 31 December 2020	2,512
	At 31 December 2019	2,705

- 31 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

15.	Tangible fixed assets
	Group

	Plant and machinery	Fixtures and fittings	Total
	£000	£000	£000
Cost or valuation
At 1 January 2020	194	250	444
Additions	-	8	8
Disposals	(25)	-	(25)
At 31 December 2020	169	258	427
Depreciation
At 1 January 2020	100	193	293
Charge for the year on owned assets	19	23	42
Disposals	(4)	-	(4)
At 31 December 2020	115	216	331
Net book value
At 31 December 2020	54	42	96
At 31 December 2019	94	57	151

- 32 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2020	4,368
	Additions	9
	Amounts written off	(118)
	At 31 December 2020	4,259

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Principal activity	Class of shares	Holding

	HTG Trading Limited	Catering equipment	Ordinary	100%
	Taylor Freezer (UK) Limited	Dormant holding company	Ordinary	100%

Both of the above companies are registered in the United Kingdom. The registered office of both subsidiaries is 106 Claydon Business Park, Great Blakenham, Ipswich, Suffolk, IP6 0NL.

17.	Stocks
		Group	Group
		2020	2019
		£000	£000

Finished goods and goods for resale	1,588	2,266
	1,588	2,266

- 33 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

18.

Debtors

Group	Group	Company	Company
2020	2019	2020	2019
£000	£000	£000	£000


Trade debtors	969	1,674	-	-
Amounts owed by group undertakings	-	-	80	80
Other debtors	54	-	-	-
Prepayments and accrued income	197	138	-	-
Deferred taxation	60	-	-	-
	1,280	1,812	80	80

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2020	2019	2020	2019
		£000	£000	£000	£000

Cash at bank and in hand	2,212	1,110	8	3
	2,212	1,110	8	3

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2020	2019	2020	2019
		£000	£000	£000	£000

Bank loans	38	-	-	-
Payments received on account	309	97	-	-
Trade creditors	2,145	2,250	-	-
Amounts owed to group undertakings	-	-	2,268	2,278
Corporation tax	-	54	-	-
Other taxation and social security	492	307	-	-
Accruals and deferred income	781	887	6	5
Financial instruments	74	15	-	-
	3,839	3,610	2,274	2,283

- 34 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

21.	Creditors: Amounts falling due after more than one year
		Group	Group
		2020	2019
		£000	£000

Bank loans	212	-
	212	-

22.	Loans

		Group	Group
		2020	2019
		£000	£000

Amounts falling due within one year
Government loan	38	-
Amounts falling due 1-2 years
Government loan	50	-
Amounts falling due 2-5 years
Government loan	150	-
Amounts falling due after more than 5 years
Government loan	12	-
	250	-

- 35 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

23.	Deferred taxation
	Group

		2020
		£000

	At beginning of year	(22)
	Charged to profit or loss	82
	At end of year	60

		Group	Group
		2020	2019
		£000	£000

Accelerated capital allowances	(15)	(22)
Tax losses carried forward	71	-
Provision	4	-
	60	(22)

- 36 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

24.	Financial instruments
		Group	Group
		2020	2019
		£000	£000


Financial assets measured at fair value through profit or loss	-	-
Financial liabilities measured at fair value through profit or loss	74	15

Financial assets measured at fair value through profit or loss comprise derivatives on forward option contracts.
Financial liabilities measured at fair value through profit or loss comprise derivatives on forward option contracts.
The Group enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2020, the outstanding contracts all mature within 12 months (2019: 12 months) of the year end.
The Group is committed to buy US$2,410,000 and €2,200,000 and pay a fixed sterling amount (2019: US$1,680,000 and €3,240,000).
The forward currency contracts measured at fair value at 31 December 2020 totalled a liability of £74,000 (2019: £15,000). 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.
The Group holds no other financial instruments at fair value through profit and loss.

25.	Share capital
		2020	2019
		£000	£000

Allotted, called up and fully paid

106,000 (2019 - 106,000) Ordinary A shares of £1.00 each	106	106
2,000,000 (2019 - 2,000,000) Ordinary B shares of £1.00 each	2,000	2,000

	2,106	2,106

All shares rank pari passu in all respects. These shares have no restrictions on the distribution of dividends or repayment of capital.

- 37 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

26.

Reserves

Capital redemption reserve

The capital redemption reserve represents the nominal value of the shares redeemed.

Profit and loss account

Profit and loss account represents cumulative profits or losses of the Group, net of dividends paid and other adjustments.

- 38 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

27.	Share based payments
	HTG Investments Limited operates an equity-settled share based remuneration scheme for selected Directors of the subsidiary company, 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.
		Weighted average exercise price (pence) 2020	Number 2020	Weighted average exercise price (pence) 2019	Number 2019

Outstanding at the beginning of the year	100	154,000	100	196,000
Granted during the year		-		-
Forfeited during the year		-	100	(42,000)
Exercised during the year		-		-
Outstanding at the end of the year		154,000		154,000

The price of the options outstanding at the end of the year was 100.00p and their weighted average contractual life was 0.34 years.
Of the total options outstanding at the end of the year, £Nil 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 during the current and previous years under the equity-settled share based remuneration schemes operated by HTG Investments Limited.

2020

2019

Option pricing model used	Black Scholes	Black Scholes
Weighted average share price (pence)	141	141
Exercise price (pence)	100	100
Weighted average contractual life (years)	4	4
Expected volatility	35.01%	35.01%
Expected dividend growth rate	6	6
Risk-free interest rate	0.5285%	0.5285%

- 39 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

27.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 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.
The share-based remuneration expense comprises:

					2020	2019
					£000	£000

	Equity-settled schemes	9	22
		9	22

The Group did not enter into any share-based payment transactions with parties other than employees during the current or previous periods.

28.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £140,000 (2019: £171,000). Contributions totalling £16,000 (2019: £1,000) were payable to the fund at the reporting date and included in creditors.

29.	Commitments under operating leases
	At 31 December 2020 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2020	2019
		£000	£000

Not later than 1 year	245,000	301,000
Later than 1 year and not later than 5 years	428,000	563,000
Later than 5 years	23,000	-
	696,000	864,000

- 40 -


HTG INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

30.

Related party transactions

All related party transactions between the company and other wholly-owned group members are eliminated on consolidation. Advantage has been taken of the exemption not to disclose group related party transactions.
During the year ended 31 December 2019, a share buyback took place with the company buying back shares from a related party. 48,000 shares were purchased for a total consideration of £80,000, being the agreed market value of the shares involved. The amount was fully paid at the year end. No such transaction occured in the year ended 31 December 2020.
Key management personnel
Key management personnel includes Directors and senior management of the Company and Group who together have authority and responsibility for planning, directing and controlling the activities of the Company and Group. The total compensation provided to key management personnel for services provided to the Company and Group was £347,000 (2019 - £380,000).

31.	Controlling party

In the opinion of the Directors there is no ultimate controlling party.

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