The directors present the strategic report for the year ended 30 September 2021.
The company reported a loss after tax for the year ended 30 September 2021 amounting to £526,962 (year end 30 September 2020, profit after tax: £463,352). The directors are satisfied with the results for the period (as shown on page 7) and consider that the state of the company’s affairs is satisfactory and in line with expectations.
The company continues to act as an investment holding company with investments held in wholly owned subsidiaries, Pitman Press Limited and CPI Property Investments (Jersey) Limited.
During the year ended 30 September 2021 the CPI group saw an increase in the volumes in the traditional book market. Run lengths remained broadly in line with the prior year and re-print activity remained high. The company will continue to invest in the most appropriate technology to keep pace with the market changes. The company and the wider CPI group continue to monitor it's cost base in order to mitigate pressure from market price reductions and increase in material costs.
The director is satisfied that the company is well placed to react to the external market forces and meet customer demands.
Covid-19
The impact on the company is minimal given its operation as a holding company.
Principal Risks
The principal risks of the business revolve around the wider CPI group’s ability to maintain and process a high order intake, high quality production to pre-agreed deadlines and management of costs and overheads in a highly competitive environment. The increase in orders coupled with reducing run lengths is a key challenge for the industry. The company will continue to focus on maintaining operational efficiency despite these challenges.
Key Performance Indicators
The Board and management team also regularly monitor the performance of the company through a range of key performance indicators, which are related to health and safety performance, and a number of operational metrics related to efficiencies and output.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2021.
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2020: £nil).
No preference dividends were paid. The directors do not recommend payment of a final dividend (2020: £nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The details of the accounting policy on going concern are set out on page 11.
The company intends to continue to operate as an investment holding company.
The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Bath Press Limited (the 'company') for the year ended 30 September 2021 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
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 director is 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.
Our approach was as follows:
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, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 101 and the Companies Act 2006) and the relevant tax compliance regulations;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those procedures and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-forauditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income in either period other than the results shown above.
The notes on pages 10 to 18 form part of these financial statements.
Bath Press Limited is a private company limited by shares incorporated and domiciled in England and Wales. The registered office is 110 Beddington Lane, Croydon, CR0 4TD.
The company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.
Fixed assets investments are stated at cost less amounts written off.
Financial assets (including trade and other debtors)
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The company is exempt under FRS 101 from the disclosure requirements of IFRS 13. There was no impact on the company from the adoption of IFRS 13.
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other debtors, cash and cash equivalents, and trade and other creditors.
Trade and other debtors
Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
Trade and other creditors
Trade and other creditors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.
Cash and cash equivalent
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form and integral part of the Company's cash management are included as a component of cash and cash equivalents.
Income/expenses
Interest receivable and Interest payable
Interest payable and similar charges include interest payable.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.
The director does not consider there to be any critical estimates or areas of judgement that need to be brought to the attention of the readers of the financial statements.
Auditor's remuneration is borne by another group company and is estimated at £4,000 (2020: £2,000).
There were no employees during the year apart from the directors.
The directors did not have any qualifying service for the company and hence did not receive any remuneration in current or prior year.
The charge for the year can be reconciled to the (loss)/profit per the profit and loss account as follows:
The company carries an unrecognised deferred tax asset of £1,842 (2020: £1,842) resulting from carried forward capital losses of £9,695 (2020: £9,695) . These amounts have not been recognised in these accounts due to uncertainty over the recoverability of the asset.
The Chancellor's Budget on 3 March 2021 announced a UK corporation tax rate increase from 19% to 25% effective from 1 April 2023. As this rate was not substantively enacted as at 30 September 2021, deferred tax assets and liabilities in these financial statements continue to be measured at 19%, the enacted rate at which they are expected to reverse.
The company holds more than 20% of the share capital of the following companies:
Details of the company's subsidiaries at 30 September 2021 are as follows:
As at 30 September 2021, the company has reviewed the carrying value of each of its investments in its subsidiaries, in comparison to the assets and expected future cash flows of those companies. Based on this review, the directors have considered the investment carrying value of CPI Property Investments (Jersey) Limited and Pitman Press Limited to remain unchanged.
Registered office: Pitman Press Limited, 110 Beddington Lane, Croydon, CR0 4TD
Registered office: CPI Property Investments (Jersey Limited) One The Esplanade, St Helier, Jersey, JE2 3QA.
Amounts falling due after more than one year and included in the debtors are £14,688,451 (2020: ££15,721,544).
During the year to 21 March 2011 the company entered into a loan arrangement with its subsidiary undertaking, Pitman Press Limited. The loan with a principal value of €14,000,000 is repayable in full in November 2024 and is subject to interest at EURIBOR plus 1.125% compounded annually. As at the year end the full amount of the loan remains payable.
As at 30 September 2021, the face value of the loan was €14,000,000 (£12,173,913); (2020: €14,000,000 (2020: £12,772,557)). The carrying value of the loan was €16,899,234 (£14,688,451); (2020: €17,232,384 (£15,721,544)).
During the year to 31 March 2011 the company entered into a loan arrangement with its ultimate parent undertaking, Cameron France Holding S.A.S. The loan, with principal value of €11,000,000, is repayable in full in November 2024 and is subject to interest at EURIBOR plus 1.125% compounded annually.
As at 30 September 2021, the face value of the loan was €3,139,687 (£2,729,536); (2020 : €3,593,514 (£3,182,918)). The carrying value of the loan was €3,171,924 (£2,757,562); (2020: €3,629,562 (£3,214,847)).
The difference in the face value is due to repayments made throughout the term.
The ultimate parent company and the largest group in which the results of the Company are consolidated is that headed by Elpis Holdings Limited, incorporated in the UK. No other group financial statements include the results of the Company. The consolidated financial statements of Elpis Holdings Limited are prepared in accordance with International Financial Reporting Standards and are available to the public from Elma House, Beaconsfield Close, Hatfield, AL10 8YG.