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REGISTERED NUMBER: 08625020 (England and Wales)















S A PRINTING GROUP LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023






S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 19


S A PRINTING GROUP LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: P G Fowler
R J Fowler





REGISTERED OFFICE: 1st Floor Chilworth Point
Chilworth Road
Southampton
Hampshire
SO16 7JQ





REGISTERED NUMBER: 08625020 (England and Wales)





AUDITORS: Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
The results for the year and financial position of the company and the group are as shown in the annexed financial statements.

The key financial highlights are as follows:


12 month
period
12 month
period
15 month
period
12 month
period
12 month
period
12 month
period
2023 2022 2021 2020 2019 2018
£k £k £k £k £k £k
Consolidated turnover 23,361 41,180 29,140 27,642 19,438 19,037
Gross profit margin 32.7% 43.2% 49.2% 36.4% 43.2% 42..6%

The principal activities of the group include:
- Stephen Austin (Holdings) Limited - holding company
- Stephen Austin & Sons Limited - secure printing and distribution of high-stakes examination materials.
- GradeMaker Limited - assessment technology solutions for high-stakes awarding organisations.
- Highland Media Group Limited - holding company for local news businesses
- Highland News and Media Limited - local news publishing
- Stratford News and Media Limited - local news publishing
- New Milton News and Media Limited - local news publishing

STEPHEN AUSTIN & SONS
Turnover decreased from £33,448k for the period ended 31 December 2022 to £17,154k for the period ended 31 December 2023, reflecting the anticipated correction of international examinations to pre-pandemic timetables. Gross profit margin fell from 43.8% to 35.0%, driven principally by a different mix of sales. Overall, the business remains strong and we will continue to develop our specialist offering in our core market of high-stakes printed examinations.

GRADEMAKER
GradeMaker provides specialist secure authoring solutions for high-stakes awarding organisations worldwide. On 1 April 2023, the Company was acquired by AQA Education.

LOCAL MEDIA
Our local media businesses performed well in the period, underpinned by strong ultra-local local news content delivered in both print and digital formats. We continue to work closely with our partner Iliffe Media Group on the digital strategy for our publications, ensuring our service remains relevant to current and future audiences.

DEFINED BENEFIT PENSION SCHEME
The sponsoring employers (Stephen Austin & Sons Limited and Peter Press Limited) continue to support its defined benefit pension scheme which is closed to new members and to further accrual. At the balance sheet date, the group had net liabilities under the defined benefit pension scheme of £77k as compared to £18k as at 31 December 2022.

PRINCIPAL RISKS AND UNCERTAINTIES
The Group's activities expose it to a number of financial and operating risks and uncertainties, which are managed and mitigated as part of the Group's ongoing management processes. The key business risks and uncertainties relate to successful re-tendering of customer contracts, availability of materials and recruitment and maintaining of a skilled labour force. The risks to the Group have been fully assessed and mitigated to the extent possible.


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

SECTION 172(1) STATEMENT
The directors believe they have effectively implemented their duties under section 172 of the Companies Act 2006 to act in a way they consider, in good faith, would be most likely to ensure long-term success to the business and its stakeholders. The main stakeholders of the company are considered to be the employees, suppliers and customers.

Our employees are at the heart of our business. Employees receive updates on the group's performance through regular email updates, company meetings and dialogue with managers. The CEOs hold periodic forums to provide business updates and to respond to any employee questions or concerns. We regularly benchmark wages to ensure our wage rates are fair and competitive in a challenging employment market. In order to maintain a skilled workforce as well as ensure the future career development of our employees, we support our employees with training and development opportunities.

We are committed to ensuring the health and safety of our employees, as well as suppliers, customers and visitors to our premises, and hold the ISO45001:2018 certification.

We have long-term relationships with our customers and suppliers which enabled us to manage the many challenges brought about by the Covid-19 pandemic. Whilst face-to-face meetings were reduced, we maintained regular contact and engagement with these stakeholders. We are certified under ISO 37001:2016, Anti-Bribery Management System assuring stakeholders of our probity in relation to our professional partnerships.

Environmental considerations are core to our operations, and we have maintained our ISO 14001:2015 accreditation.

FUTURE DEVELOPMENTS
The directors will continue to look for opportunities to develop the group's services, taking advantage of appropriate opportunities as they arise.

ON BEHALF OF THE BOARD:





R J Fowler - Director


24 September 2024

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2023 will be £ 1,929,295 .

FUTURE DEVELOPMENTS
A description of future developments has been included within the Strategic Report.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

P G Fowler
R J Fowler

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The group's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and the related finance costs.

The group's principal financial instruments comprise trade debtors, trade creditors, bank balances, bank loans and hire purchase agreements. The risks applicable to the financial instruments are managed by the group.

Liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. In respect of bank loans, the group manages its liquidity risk by ensuring there are sufficient funds to meet the payments as they fall due.

The group's hire purchase debt is managed in the same way as loans above.

Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and regular monitoring of both amounts outstanding and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet the amounts due.

EMPLOYEES
Our employees are at the heart of our business. Employees receive updates on the group's performance through regular email updates, company meetings and dialogue with managers. The CEOs hold periodic forums to provide business updates and to respond to any employee questions or concerns.

DISABLED EMPLOYEES
The group is committed to a policy of recruitment on the basis of aptitude and ability without discrimination of any kind. Applications for employment by disabled persons are always fully considered bearing in mind the abilities of the applicant concerned. Should employees become disabled, every effort is made to ensure that their employment continues and appropriate retraining is provided.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
- make judgements 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.


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting

ON BEHALF OF THE BOARD:





R J Fowler - Director


24 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
S A PRINTING GROUP LIMITED


Opinion
We have audited the financial statements of S A Printing Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 affairs as at 31 December 2023 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 UK, including the FRC'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 and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
S A PRINTING GROUP LIMITED


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 Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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 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.

Auditors' 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 a Report of the Auditors 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 obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect of the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act and Health & Safety regulations.

Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as completeness of revenue and liabilities. Audit procedures were designed to ensure all of the risks were addressed.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to, enquiring of management as to actual and potential litigation and claims, and reviewing any correspondence with regulators and legal advisors.

Our procedures to address the risk of fraud through management bias and override of controls involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, as well as journals made outside of normal working hours.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
S A PRINTING GROUP LIMITED


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 a Report of the Auditors 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.




Robin Lloyd (Senior Statutory Auditor)
for and on behalf of Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

24 September 2024

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2023 2023
Continuing Discontinued Total
Notes £'000 £'000 £'000

TURNOVER 3 23,146 215 23,361
Cost of sales (15,706 ) (23 ) (15,730 )
GROSS PROFIT 7,440 192 7,631

Administrative expenses (8,350 ) (530 ) (8,880 )
(910 ) (338 ) (1,249 )

Other operating income 162 - 162


OPERATING LOSS 5 (748 ) (338 ) (1,087 )

Profit on sale of subsidiary 7 - 5,850 5,850
(748 ) 5,512 4,763

Income from interest in associated
undertakings

32

-

32
Interest receivable and similar income 201 - 201
Interest payable and similar expenses 8 (358 ) - (358 )
(LOSS)/PROFIT BEFORE TAXATION (873 ) 5,512 4,638
Tax on (loss)/profit 9 272 - 272
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (601 ) 5,512 4,910
(Loss)/profit attributable to:
Owners of the parent 4,464
Non-controlling interests 446
4,910

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2022 2022 2022
Continuing Discontinued Total
Notes £'000 £'000 £'000

TURNOVER 3 39,877 1,304 41,180
Cost of sales (23,320 ) (57 ) (23,377 )
GROSS PROFIT 16,557 1,247 17,803

Administrative expenses (8,479 ) (1,979 ) (10,457 )
8,078 (732 ) 7,346

Other operating income 17 - 17


OPERATING PROFIT/(LOSS) 5 8,095 (732 ) 7,363

Income from interest in associated
undertakings

30

-

30
Interest receivable and similar income 56 - 56
Other finance income 27 3 - 3
Interest payable and similar expenses 8 (216 ) - (216 )
PROFIT/(LOSS) BEFORE TAXATION 7,968 (732 ) 7,236
Tax on profit/(loss) 9 (1,287 ) 128 (1,159 )
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 6,681 (604 ) 6,077
Profit/(loss) attributable to:
Owners of the parent 5,507
Non-controlling interests 570
6,077

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £'000 £'000

PROFIT FOR THE YEAR 4,910 6,077


OTHER COMPREHENSIVE INCOME
Actuarial gains/(losses) (59 ) (167 )
Revaluation gain 36 302
Income tax relating to components of other
comprehensive income

6

32
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(17

)

167
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

4,893

6,244

Total comprehensive income attributable to:
Owners of the parent 4,437 5,661
Non-controlling interests 456 583
4,893 6,244

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Intangible assets 12 387 516
Tangible assets 13 9,042 8,066
Investments 14
Interest in associate 1,153 1,121
Investment property 15 132 -
10,714 9,703

CURRENT ASSETS
Stocks 16 1,558 1,516
Debtors 17 10,463 9,603
Cash at bank and in hand 5,223 8,312
17,244 19,431
CREDITORS
Amounts falling due within one year 18 5,419 7,325
NET CURRENT ASSETS 11,825 12,106
TOTAL ASSETS LESS CURRENT
LIABILITIES

22,539

21,809

CREDITORS
Amounts falling due after more than one
year

19

(2,727

)

(4,752

)

PROVISIONS FOR LIABILITIES 23 - (198 )

PENSION LIABILITY 27 (77 ) (18 )
NET ASSETS 19,735 16,841

CAPITAL AND RESERVES
Called up share capital 24 1 1
Share premium 25 2,277 2,277
Revaluation reserve 25 27 -
Retained earnings 25 16,056 13,461
SHAREHOLDERS' FUNDS 18,361 15,739

NON-CONTROLLING INTERESTS 26 1,374 1,102
TOTAL EQUITY 19,735 16,841

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





R J Fowler - Director


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

COMPANY BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 253 219
Investments 14 5,421 5,404
Investment property 15 - -
5,674 5,623

CURRENT ASSETS
Debtors 17 5,975 8,303
Cash at bank 2,060 920
8,035 9,223
CREDITORS
Amounts falling due within one year 18 2,980 3,383
NET CURRENT ASSETS 5,055 5,840
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,729

11,463

CAPITAL AND RESERVES
Called up share capital 24 1 1
Share premium 25 2,277 2,277
Retained earnings 25 8,451 9,185
SHAREHOLDERS' FUNDS 10,729 11,463

Company's profit for the financial year 1,195 9,076

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





R J Fowler - Director


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Share
capital earnings premium
£'000 £'000 £'000
Balance at 1 January 2022 1 7,336 2,277

Changes in equity
Total comprehensive income - 5,661 -
Transfer - 464 -
Balance at 31 December 2022 1 13,461 2,277

Changes in equity
Dividends - (1,929 ) -
Total comprehensive income - 4,372 -
Transfer - 152 -
Balance at 31 December 2023 1 16,056 2,277
Revaluation Non-controlling Total
reserve Total interests equity
£'000 £'000 £'000 £'000
Balance at 1 January 2022 - 9,614 1,012 10,626

Changes in equity
Dividends - - (29 ) (29 )
Total comprehensive income - 5,661 583 6,244
Transfer - 464 (464 ) -
Balance at 31 December 2022 - 15,739 1,102 16,841

Changes in equity
Dividends - (1,929 ) (32 ) (1,961 )
Total comprehensive income 27 4,399 456 4,855
Transfer - 152 (152 ) -
Balance at 31 December 2023 27 18,361 1,374 19,735

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Share Total
capital earnings premium equity
£'000 £'000 £'000 £'000
Balance at 1 January 2022 2 109 2,277 2,388

Changes in equity
Issue of share capital (1 ) - - (1 )
Total comprehensive income - 9,076 - 9,076
Balance at 31 December 2022 1 9,185 2,277 11,463

Changes in equity
Dividends - (1,929 ) - (1,929 )
Total comprehensive income - 1,195 - 1,195
Balance at 31 December 2023 1 8,451 2,277 10,729

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £'000 £'000
Cash flows from operating activities
Cash generated from operations 1 (3,096 ) 4,672
Interest paid (318 ) (176 )
Interest element of hire purchase payments
paid

(14

)

(14

)
Finance costs paid (26 ) (26 )
Tax paid (1,220 ) (1,434 )
Net cash from operating activities (4,674 ) 3,022

Cash flows from investing activities
Purchase of tangible fixed assets (1,511 ) (519 )
Sale of tangible fixed assets - 46
Sale of fixed asset investments 5,602 -
Cash at bank disposed of (86 ) -
Interest received 201 4
Net cash from investing activities 4,206 (469 )

Cash flows from financing activities
Loan repayments in year (363 ) (365 )
Capital repayments in year (169 ) (142 )
Net amount withdrawn by directors (133 ) (624 )
Minority interest share issue - (1 )
Dividends paid (1,961 ) (29 )
Purchase of Preference shares - (15 )
Net cash from financing activities (2,626 ) (1,176 )

(Decrease)/increase in cash and cash equivalents (3,094 ) 1,377
Cash and cash equivalents at beginning
of year

2

8,312

6,933

Cash and cash equivalents at end of year 2 5,223 8,312

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£'000 £'000
Profit before taxation 4,638 7,236
Depreciation charges 727 700
Loss/(profit) on disposal of fixed assets 8 (26 )
Amortisation charges 40 99
Impairment 89 -
Pension funding contributions (38 ) -
(Profit)/loss on disposal of investment (5,850 ) -
Finance costs 358 216
Finance income (233 ) (89 )
(261 ) 8,136
(Increase)/decrease in stocks (42 ) 2,047
Increase in trade and other debtors (678 ) (506 )
Decrease in trade and other creditors (2,115 ) (5,005 )
Cash generated from operations (3,096 ) 4,672

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£'000 £'000
Cash and cash equivalents 5,223 8,312
Year ended 31 December 2022
31/12/22 1/1/22
£'000 £'000
Cash and cash equivalents 8,312 6,933


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023


3. ANALYSIS OF CHANGES IN NET FUNDS

Other
non-cash
At 1/1/23 Cash flow changes At 31/12/23
£'000 £'000 £'000 £'000
Net cash
Cash at bank
and in hand 8,312 (3,089 ) 5,223
8,312 (3,089 ) 5,223
Debt
Finance leases (348 ) 169 - (179 )
Debts falling due
within 1 year (386 ) 363 (1,835 ) (1,858 )
Debts falling due
after 1 year (4,579 ) - 1,835 (2,744 )
(5,313 ) 532 - (4,781 )
Total 2,999 (2,557 ) - 442

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. COMPANY INFORMATION

S A Printing Group Limited was incorporated on 25 July 2013 under the Companies Act 2006, as a private limited company and is registered in England and Wales. The principal activity of S A Printing Group Limited is that of a holding company for a group of printing companies and newspaper publishing companies. The address of its registered office is 1st Floor Chilworth Point, Chilworth Road, Southampton, SO16 7JQ.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The presentation currency is £ sterling.

Going concern
The accounts have been prepared on the going concern basis.

Financial reporting standard 102 - reduced disclosure exemptions
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

o the requirement of paragraph 3.17(d);
o the requirements of Section 7 Statement of Cash Flows;
o the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
o the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
o the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
o the requirement of paragraph 33.7.

Basis of consolidation
The group financial statements consolidate the financial statements of S A Printing Group Limited and all its subsidiary undertakings. These financial statements are made to 31 December 2023.

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. See note 10 for further details.

Unless otherwise stated, the acquisition method of accounting has been adopted. Under this method, the results of the subsidiary undertakings acquired or disposed of in the year are included in the consolidated income statement from the date of acquisition or up to the date of disposal.

Increases in ownership of subsidiary undertakings are accounted for within equity.

Investments in associate undertakings are recognised using the equity accounting method. After initial investment being recognised at cost, the share of profit or loss, other comprehensive income and possible impairment losses will account for an increase/decrease in the net book value of the investment.

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Management do not believe there to be any judgements which have a significant effect on amounts recognised in the financial statements.

Other key sources of estimation uncertainty;

Useful life of tangible fixed assets



Tangible fixed assets are depreciated over their useful lives taking into account residual values, where
appropriate. The actual lives of the assets and residual values are assessed annually and may vary
depending on a number of factors. Residual value assessments consider issues such as market
conditions, the remaining life of the asset and projected disposal values.

Useful life of goodwill

A reliable estimate is made of the useful life of goodwill on acquisition. This estimate is based on
maintaining key customer contracts.

Defined benefit pension plans



The Group has recognised a liability for defined benefit pension plans in the amount of £77k (2022: £18k).
A number of assumptions are made in order to calculate the asset/liability, including discount rate, rate of
return on plan assets, future salary and pension increases. A relatively minor change in any of these
assumptions can have a significant impact on the carrying amount of the defined benefit obligation.

Stock Provision

A reliable estimate has been made of the provision against raw materials and work in progress. This
estimate is based on the knowledge of the business and stock usage.

Turnover
Turnover represents net sales during the year (excluding Value Added Tax) adjusted for accrued and deferred income where applicable.

Revenue from goods sold relates to the printing, packaging and distribution of examinations and is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point of despatch. Revenue on licences is recognised straight line over the period to which the licence relates. Revenue of other services provided is recognised on the provision of those services. Revenue in relation to advertising is recognised on publication, circulation revenue is recognised at the point of sale and printing revenue is recognised when the service is provided.

The analysis of turnover and profits between classes of business and geographical markets has not been disclosed as in the opinion of the directors it would be prejudicial to the interests of the business.

Goodwill
Purchased goodwill is amortised through the income statement on a straight line basis at a rate sufficient to write it down over its anticipated useful life. The directors estimate this amortisation period to be 10 to 20 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
All tangible fixed assets are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of tangible fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

Depreciation is provided at rates calculated to write off the costs less residual value of each asset over its expected useful life, as follows:

Property and improvements - 10% straight line
Plant and machinery - 6 - 25% straight line
Fixtures and fittings -20 - 25% straight line
Motor vehicles -25% on reducing balance

Property and improvements includes a freehold property. Depreciation is not provided on freehold property as any depreciation charged would be immaterial to the financial statements due to the high residual values of the asset which is ensured by a programme of repair and refurbishment (the cost of which is charged to the income statement).

The Companies Act 2006 requires all tangible fixed assets to be depreciated. However, the directors consider that because of the high residual values any charge would be immaterial and therefore to depreciate them would not give a true and fair view.

An annual impairment review of net book values is undertaken for those tangible fixed assets which are not depreciated.

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.

Work in progress is valued on the basis of direct costs plus attributable overheads based upon normal levels of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, except that the recognition of deferred tax assets is limited to the extent that the Group anticipates generating sufficient taxable profits in the future to fully absorb the reversal of the underlying timing differences.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Assets held under hire purchase agreements are capitalised in the balance sheet and are depreciated over their estimated useful lives. The capital element of the future payments is treated as a liability and the interest is charged to the income statement on a straight line basis.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the income statement on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group accounts for its defined benefit pension scheme in accordance with FRS102.

The pension scheme liabilities are measured using a projected units method. The pension scheme surplus/deficit is recognised in full and disclosed on the face of the balance sheet. The movement in the scheme surplus/deficit is split between operating profit and finance costs in the income statement and the statement of other comprehensive income.

In addition, the group makes pension contributions to a defined contribution pension scheme, the assets of which are held separately from those of the group in an independently administered fund. Contributions to this scheme are charged to the income statement as they become payable.

Investments in subsidiaries and associates
Investments in subsidiaries and associate undertakings are recognised at cost.

Financial instruments
The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

Finance costs
Finance costs relate to the effective interest rates on the loans and have been charged directly to the income statement.

Grants
Grants of a revenue nature are credited to the income statement in the period to which they relate in accordance with the terms of the grant. Any accrued or deferred element of the grant is included in debtors or creditors.

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. TURNOVER

Turnover is generated from the sale of good and services.

The amount of revenue recognised in respect of goods in the period is £19,567k (2022: £35,943k).

The amount of revenue recognised in respect of services in the period is £3,794k (2022: £5,237k).

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


4. EMPLOYEES AND DIRECTORS
2023 2022
£'000 £'000
Wages and salaries 9,354 10,253
Social security costs 834 1,164
Other pension costs 580 820
10,768 12,237

The average number of employees during the year was as follows:
2023 2022

Management staff 11 8
Production staff 86 101
Admin, sales and distribution staff 103 105
Editorial staff 52 61
252 275

2023 2022
£'000 £'000
Directors' remuneration 760 853

Information regarding the highest paid director is as follows:
2023 2022
£'000 £'000
Emoluments 528 620

The number of directors to whom retirement benefits were accruing were as follows:

Defined benefit schemes 1 1

5. OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging/(crediting):

2023 2022
£'000 £'000
Depreciation - owned assets 616 589
Depreciation - assets on hire purchase contracts 111 112
Loss/(profit) on disposal of fixed assets 8 (26 )
Goodwill amortisation 40 99
Foreign exchange differences 11 7
Operating lease costs - land 53 22
Operating lease costs - other operating leases 24 1

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


6. AUDITORS' REMUNERATION




Year ended
31/12/23


Year
ended
31/12/22
£'000 £'000
Fees payable to the company's auditor for the audit of the company's annual
accounts

5


5
Audit of the accounts of subsidiaries 33 38
Fees in relation to the audit of the pension scheme 5 5
Non audit services in relation to tax compliance 4 4
Non audit services in relation to tax advisory 1 7
Other non audit services 111 157

7. DISPOSAL OF SUBSIDIARY

During the year the Group disposed of Grademaker Limited. The profit of the group attributable to this company has been disclosed separately in the discontinued column in the Consolidated Income Statement.

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£'000 £'000
Bank loan interest 129 60
Interest payable 189 116
Hire purchase and finance lease 14 14
Preference dividend 26 26
358 216

9. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the profit for the year was as follows:
2023 2022
£'000 £'000
Current tax:
UK corporation tax 68 1,229
Over/under provision in prior
year (144 ) (139 )
Total current tax (76 ) 1,090

Deferred tax (196 ) 69
Tax on profit (272 ) 1,159

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


9. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£'000 £'000
Profit before tax 4,633 7,236
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2022 - 19 %)

1,158

1,375

Effects of:
Expenses not deductible for tax purposes 55 66
Income not taxable for tax purposes (1,462 ) -
Adjustments to tax charge in respect of previous periods (144 ) (139 )
Research & development - (185 )
Difference between pension charge and cash contributions - 10
Other timing differences 58 4
Movement in deferred tax due to change in rate - 44
Effect of super deduction (2 ) (17 )
losses unavailable for use 65 -
Total tax (credit)/charge (272 ) 1,158

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£'000 £'000 £'000
Actuarial gains/(losses) (59 ) 15 (44 )
Revaluation gain 36 (9 ) 27
(23 ) 6 (17 )

2022
Gross Tax Net
£'000 £'000 £'000
Actuarial gains/(losses) (167 ) 32 (135 )
Profit from interest in associate 302 - 302
135 32 167

The majority of the over/under provision in prior year relates to the research and development claim.

10. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. DIVIDENDS
2023 2022
£'000 £'000
Ordinary A shares of £0.01 each
Interim 1,961 55
B Ordinary shares of 0.0001p each
Interim (32 ) (55 )
1,929 -

12. INTANGIBLE FIXED ASSETS

Group
Goodwill
£'000
COST
At 1 January 2023
and 31 December 2023 910
AMORTISATION
At 1 January 2023 394
Amortisation for year 40
Impairments 89
At 31 December 2023 523
NET BOOK VALUE
At 31 December 2023 387
At 31 December 2022 516

13. TANGIBLE FIXED ASSETS

Group
Property Fixtures
and Plant and and Motor
improvements machinery fittings vehicles Totals
£'000 £'000 £'000 £'000 £'000
COST
At 1 January 2023 7,136 6,496 837 29 14,498
Additions 163 1,488 156 - 1,807
Disposals - (261 ) - (1 ) (262 )
Reclassification (96 ) - - - (96 )
At 31 December 2023 7,203 7,723 993 28 15,947
DEPRECIATION
At 1 January 2023 699 5,089 617 27 6,432
Charge for year 90 504 132 1 727
Eliminated on disposal - (252 ) - (2 ) (254 )
At 31 December 2023 789 5,341 749 26 6,905
NET BOOK VALUE
At 31 December 2023 6,414 2,382 244 2 9,042
At 31 December 2022 6,437 1,407 220 2 8,066

Included within property and improvements is £5,734k of property which is secured against the bank loan.

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


13. TANGIBLE FIXED ASSETS - continued

Group

Included within the net book value is £472k (2022: £584k) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £111k (2022: £112k).

Company
Property Fixtures
and Plant and and Motor
improvements machinery fittings vehicles Totals
£'000 £'000 £'000 £'000 £'000
COST
At 1 January 2023 220 31 38 5 294
Additions 67 1 5 - 73
Disposals - (13 ) - - (13 )
At 31 December 2023 287 19 43 5 354
DEPRECIATION
At 1 January 2023 42 17 15 1 75
Charge for year 27 2 5 1 35
Eliminated on disposal - (9 ) - - (9 )
At 31 December 2023 69 10 20 2 101
NET BOOK VALUE
At 31 December 2023 218 9 23 3 253
At 31 December 2022 178 14 23 4 219


14. FIXED ASSET INVESTMENTS

Group
Interest in
associate
£'000
COST
At 1 January 2023 1,121
Share of profit/(loss) 32
At 31 December 2023 1,153
NET BOOK VALUE
At 31 December 2023 1,153
At 31 December 2022 1,121

Interest in associate

The interest in associate relates to a 29% shareholding in Newbury News and Media Ltd.


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


14. FIXED ASSET INVESTMENTS - continued

Company
Shares in
group
undertakings
£'000
COST
At 1 January 2023 5,404
Additions 17
At 31 December 2023 5,421
NET BOOK VALUE
At 31 December 2023 5,421
At 31 December 2022 5,404


S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


14. FIXED ASSET INVESTMENTS - continued


The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Company Nature of Business Class of Shares Holding
Stephen Austin (Holdings) Limited Intermediate holding company Ordinary 100%
Preference 100%

Stephen Austin & Sons Limited* Confidential and general printers Ordinary 100%
Preference 100%

Highland Media Group Limited* Holding company Ordinary 51%

Eyre & Spottiswoode* Laws publishing and printing Ordinary 100%

Highland News and Media Limited* Publishing of newspapers Ordinary 51%

Stratford News and Media Limited* Dormant since trade hived
across to Highland News and
Media Limited effective 30 April
2023
Ordinary 51%

New Milton News and Media
Limited*
Dormant since trade hived
across to Highland News and
Media Limited effective 30 April
2023
Ordinary 51%

* - subsidiaries indirectly held by S A Printing Group Limited.

Eyre & Spottiswoode Limited did not trade during the year.

The registered offices of the above companies are the following:

Company Address
Stephen Austin (Holdings) Limited Caxton Hill, Ware Road, Herftord, Hertfordshire, SG13 7LU

Stephen Austin & Sons Limited Caxton Hill, Ware Road, Herftord, Hertfordshire, SG13 7LU

Highland Media Group Limited 74-76 South Street South Street, Elgin, Scotland, IV30 1JG

Eyre & Spottiswoode Caxton Hill ,Ware Road, Hertford, Hertfordshire, SG13 7LU

Highland News and Media Limited Chilworth Point, 1 Chilworth Road, Southampton, Hampshire, United
Kingdom, SO16 7JQ
Stratford News and Media Limited Chilworth Point, 1 Chilworth Road, Southampton, Hampshire, United
Kingdom, SO16 7JQ

New Milton News and Media
Limited
Chilworth Point, 1 Chilworth Road, Southampton, Hampshire, United
Kingdom, SO16 7JQ

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


15. INVESTMENT PROPERTY

Group
Total
£'000
FAIR VALUE
Revaluations 36
Reclassification 96
At 31 December 2023 132
NET BOOK VALUE
At 31 December 2023 132

Fair value at 31 December 2023 is represented by:
£'000
Valuation in 2023 36
Cost 96
132

If the investment property had not been revalued it would have been included at the following historical cost:

2023 2022
£'000 £'000
Cost 96 -

16. STOCKS

Group
2023 2022
£'000 £'000
Raw materials 533 753
Work-in-progress 1,025 763
1,558 1,516

A provision for impairment has been recognised during the year as a credit to the Income statement totalling £25k (2022: £78k).

17. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Trade debtors 5,419 4,548 84 12
Amounts owed by group undertakings - - 74 74
Amounts owed by associates 3 - - -
Other debtors 1,062 1,309 1,007 957
Corporation tax 526 - - -
Directors' loan accounts 3,072 2,926 3,072 2,926
VAT 88 192 - -
Deferred tax 3 - 217 -
Prepayments and accrued income 290 628 1,521 4,334
10,463 9,603 5,975 8,303

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Bank loans and overdrafts (see note 20) 1,875 386 - -
Hire purchase contracts (see note 21) 179 175 - -
Payments on account 39 701 - -
Trade creditors 1,123 1,402 54 29
Amounts owed to group undertakings - - 2,256 1,504
Amounts owed to associates 790 823 - -
Corporation tax 155 993 78 1,006
Social security and other taxes 208 323 37 91
VAT - - 72 44
Other creditors 701 1,088 449 449
Directors' loan accounts 16 3 16 3
Accruals and deferred income 333 1,431 18 257
5,419 7,325 2,980 3,383

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2023 2022
£'000 £'000
Bank loans (see note 20) - 1,835
Other loans (see note 20) 2,727 2,744
Hire purchase contracts (see note 21) - 173
2,727 4,752

20. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£'000 £'000
Amounts falling due within one year or on demand:
Bank loans 1,875 386
Amounts falling due between one and two years:
Bank loans - 1,821
Amounts falling due between two and five years:
Bank loans - 14
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Preference shares 227 244
Repayable by instalments
Other loans 2,500 2,500

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


20. LOANS - continued

The other loans represent loan notes of £2,500k which are repayable by equal instalments between 30 September 2027 and 30 September 2036. Interest is payable at 3% above the HSBC Bank Plc base rate.

A bank loan drawn down in June 2019 bears interest of 1.5% over the HSBC Bank Plc base rate. The loan is repayable over 5 years, and is secured by a legal charge over the land and buildings.

During 2020 the Group received a new loan for £750k which bears interest at 1.5% over the HSBC Bank Plc base rate. The loan is repayable over 4 years, and is secured by a fixed and floating charge over the property and assets.

During 2020 the Group received another loan for £50k which bears interest at 2.5%. The loan is repayable over 6 years.

Details of shares shown as liabilities are as follows:

Allotted, issued and fully paid:

Number:

Class:


Nominal value:
2023
£'000

2022
£'000

319,200
Cumulative 8% preference
shares


£1

319


319

21. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£'000 £'000
Net obligations repayable:
Within one year 179 175
Between one and five years - 173
179 348

Group
Non-cancellable
operating leases
2023 2022
£'000 £'000
Within one year 163 102
Between one and five years 169 74
In more than five years 79 6
411 182

Company
Non-cancellable
operating leases
2023 2022
£'000 £'000
Within one year 54 21
Between one and five years 96 5
150 26

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


22. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£'000 £'000
Hire purchase contracts 179 348
Bank loan drawn down in 2019 1,327 1,611
Bank loan drawn down in 2020 524 573
2,030 2,532

Hire purchase agreements are secured over the assets to which they relate.

The bank loan drawn in 2019 is secured by a legal charge over the land and buildings.

The bank loan drawn in 2020 is secured by a fixed and floating charge over the property and assets.

23. PROVISIONS FOR LIABILITIES

Group
Deferred tax
£'000

Balance at 1 January 2023 198
Credit to Income Statement during year (195 )
Credit to comprehensive income (6 )
Balance at 31 December 2023 3

Company
Deferred tax
£'000

Credit to Income Statement during year (217 )
Balance at 31 December 2023 (217 )

The deferred tax (asset)/liability comprised:

2023 2022
£'000 £'000

Deferred tax liability/(asset) on pension asset (19 ) (4 )
Deferred tax liability/(asset) on revaluation 9 -
Deferred tax liability on accelerated capital allowances 7 202
(3 ) 198

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


24. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number Class: Nominal 2023 2022
value: £ £

6,446,607 (2022: 6,881,070) Ordinary A £0.0001 645 688
6,224,893 (2022: 5,790,430) Ordinary B £0.0001 622 579
1,810,600 (2022: 1,810,600) Participating A £0.0001 181 181

1,448 1,448

During the period the following changes were made to share capital:

- 434,463 Ordinary A shares were transferred and reclassified as Ordinary B shares

Ordinary A and Ordinary B Shares

The Ordinary shares have attached to them full voting and dividend rights. Different dividends can be voted by share type. On winding up, Ordinary shares have a right to repayment of capital to give a share of remaining assets in proportion to shareholdings across all share types. Shares are not redeemable.

Participating A shares
The participating A shares have attached to them dividend rights. The shares have rights to a proportion of dividends declared on other share types. On winding up, participating shares have a right to repayment of capital to give a share of remaining assets in proportion to shareholdings across all share types. Shares are not redeemable.

25. RESERVES

Group
Retained Share Revaluation
earnings premium reserve Totals
£'000 £'000 £'000 £'000

At 1 January 2023 13,461 2,277 - 15,738
Profit for the year 4,464 4,464
Dividends (1,929 ) (1,929 )
Revaluation in year - - 27 27
Other recognised (losses)/profits (92 ) - - (92 )
Transfer 152 - - 152
At 31 December 2023 16,056 2,277 27 18,360

Company
Retained Share
earnings premium Totals
£'000 £'000 £'000

At 1 January 2023 9,185 2,277 11,462
Profit for the year 1,195 1,195
Dividends (1,929 ) (1,929 )
At 31 December 2023 8,451 2,277 10,728

Retained earnings are the accumulated profit and losses to date.

Share premium is the amount paid above par by the shareholders.

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


26. NON-CONTROLLING INTERESTS

£'000
Brought forward at 1 January 2023 1,102
Share of current year profit after tax 446
Share of current year other comprehensive income 10
Dividend paid (32 )
Reduction in NCI due to dividend on different share class (152 )
Balance at 31 December 2023 1,374

27. EMPLOYEE BENEFIT OBLIGATIONS

This is a funded defined benefit scheme providing benefits to the members based on final pensionable pay. The scheme was closed to new members and further accrual in May 2011.

Contributions to the scheme are charged to the income statement so as to spread the cost of pensions evenly over employees' working lives with the group.

The assets of the scheme are held separately from those of the group, being invested in managed funds.

Deficit funding contributions amounting to £38k (2022: £Nil) were paid during the year.

The last full actuarial valuation was carried out at 6 April 2023 and updated to 31 December 2023 by a qualified independent actuary on a FRS 102 basis.

The amounts recognised in the balance sheet are as follows:


Defined benefit
pension plans

2023 2022
£'000 £'000

Present value of defined benefit obligation (3,447 ) (3,470 )
Fair value of scheme assets 3,370 3,452
(78 ) (18 )
Present value of unfunded obligations - -
Surplus/(Deficit) (78 ) (18 )
Net asset/(liability) (78 ) (18 )

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2023 2022
£'000 £'000
Current service cost - -
Net interest from net defined benefit
asset/liability

-

(3

)
Past service cost - -
- (3 )

Actual return on plan assets 207 (1,058 )

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


27. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2023 2022
£'000 £'000
Opening defined benefit obligation 3,470 4,610
Interest cost 159 85
Actuarial losses/(gains) 145 (979 )
Benefits paid (328 ) (246 )
3,446 3,470

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2023 2022
£'000 £'000
Opening fair value of scheme assets 3,452 4,756
Contributions by employer 38 -
Expected return 159 88
Actuarial gains/(losses) 48 (1,146 )
Benefits paid (328 ) (246 )
3,369 3,452

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2023 2022
£'000 £'000
Actuarial (losses)/gains 97 167
97 167

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
2023 2022
£'000 £'000
Corporate Bond Funds 1,410 -
Fixed interest - 2,256
Absolute return - 1,154
Liability Driven Investment 506 -
Cash 16 42
Self-sufficiency Credit 525 -
Multi Asset Return 912 -
3,369 3,452

No amounts are invested within the issued share capital of the sponsoring company and no assets are used/occupied by the sponsoring company.

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


27. EMPLOYEE BENEFIT OBLIGATIONS - continued

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2023 2022
Discount rate 4.35% 4.80%
Inflation (revaluation in deferment) 3.00% 3.00%
Inflation (increases in payment) 3.00% 3.10%
Rate of increase in deferred pensions 1.95% 2.00%
Assumed cash withdrawal on retirement 75.00% 75.00%

The expected return on assets is determined by considering the forecasted future returns on assets held at the valuation date.

The mortality assumptions used in the valuation of the scheme are summarised in the table below. These have been based on the mortality tables known as "S3PA tables, CMI 2021, with a 1% per annum long term rate of improvement".

2023 2022
Years Years

Expected future lifetime for a member retiring at 65
Male 21.4 21.8
Female 23.8 24.2

Expected post-retirement lifetime for a member currently 45 retiring at 65
Male 22.3 22.8
Female 24.9 25.3

28. RELATED PARTY DISCLOSURES

Advantage has been taken of the exemptions conferred by FRS102 in respect of related party transactions between the S A Printing Group of companies on the grounds that the companies are wholly owned subsidiaries.

Stephen Austin & Sons Limited is a subsidiary of the group. At the year end S A Printing Group Limited owed Stephen Austin & Sons Limited £2,256k (2022: £1,503k).

During the year Stephen Austin & Sons Limited was charged £300k (2022: £5,369k) by S A Printing Group in respect of management charges.

P G Fowler is a director of and shareholder in, and R J Fowler a director of, Peter Press Limited. At the year end £449k (2022: £449k) was due to Peter Press Limited. In addition, at the year end £2.5m (2022: £2.5m) was due to Peter Press Limited in respect of loan notes. Interest of £192k (2022: £111k) was paid to Peter Press Limited during the year in respect of these loan notes.

P G Fowler is a director of S A Printing Group Limited. At the year end, P G Fowler owed S A Printing Group Limited £3.0m (2022: £2.9m). Interest of £59k (2022: £52k) was charged in respect of this loan. The largest amount owed to S A Printing Group Limited at any one point during the year was £3.2m (2022 £2.9m) .

R J Fowler is a director of S A Printing Group Limited. At the year end, R J Fowler was owed £16k from S A Printing Group Limited (2022: 3k).

Illife Media Group Limited, a shareholder of Highland Media Group Limited, provided Highland Media Group Limited with a loan. At the year end £Nil (2022: £513k) was due to Illife Media Group Limited.

During the period, a total of key management personnel compensation of £760k (2022: £853k) was paid.

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


29. POST BALANCE SHEET EVENTS

Subsequent to the year end but prior to the signing of these accounts, Stephen Austin & Sons Limited entered into a hire purchase agreement for a machine capitalised during the current year, for £1,386k.


On 22 May 2024 Stephen Austin (Holdings) renewed its loan facility with HSBC. The facility totalled £1,750,000 with a margin of 1.95% over the base rate. The facility is in place for 5 years.

30. ULTIMATE CONTROLLING PARTY

The ultimate control of the company is exercised by P G Fowler.