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REGISTERED NUMBER: 04341989 (England and Wales)
















STEPHEN AUSTIN (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023






STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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





STEPHEN AUSTIN (HOLDINGS) LIMITED



COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2023









DIRECTORS:

P G Fowler


R J Fowler





REGISTERED OFFICE:

Caxton Hill


Ware Road


Hertford


Hertfordshire


SG13 7LU





REGISTERED NUMBER:

04341989 (England and Wales)





AUDITORS:

Rothmans Audit LLP


Statutory Auditors


Chartered Accountants


Fryern House


125 Winchester Road


Chandlers Ford


Hampshire


SO53 2DR





BANKERS:

HSBC Bank plc


36 Fore Street


Hertford


Hertfordshire


SG14 1BS


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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


29,139


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.



STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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 and 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


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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 directors have recommended the following dividends:



2023


2022




£'000


£'000




Dividend paid on A ordinary shares


1,929


5,900



Dividend paid on B ordinary shares


32


29



Dividend paid on preference shares


26


26




1,987


5,955




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.


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.


QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The company has put in place qualifying third party indemnity provisions for all of the directors of Stephen Austin (Holdings) Limited.


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.



STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2023


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.


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

STEPHEN AUSTIN (HOLDINGS) LIMITED



Opinion

We have audited the financial statements of Stephen Austin (Holdings) 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

STEPHEN AUSTIN (HOLDINGS) 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 page 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

STEPHEN AUSTIN (HOLDINGS) 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


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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

(7,282

)

(530

)

(7,812

)


158


(338

)

(181

)



Other operating income

113


-


113





OPERATING PROFIT/(LOSS)

6

271


(338

)

(68

)



Profit on sale of subsidiary

8

-


5,850


5,850



271


5,512


5,782




Income from interest in associated

undertakings

32


-


32



Interest receivable and similar income

148


-


148



Interest payable and similar expenses

9

(364

)

-


(364

)


PROFIT BEFORE TAXATION

87


5,512


5,598



Tax on profit

10

54


-


54



PROFIT FOR THE FINANCIAL YEAR

141


5,512


5,652



Profit attributable to:

Owners of the parent

5,630



Non-controlling interests

22



5,652




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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

(12,329

)

(1,979

)

(14,307

)


4,228


(732

)

3,496




Other operating income

17


-


17





OPERATING PROFIT/(LOSS)

6

4,245


(732

)

3,513




Income from interest in associated

undertakings

30


-


30



Interest receivable and similar income

3


-


3



Other finance income

27

3


-


3



Interest payable and similar expenses

9

(216

)

-


(216

)


PROFIT/(LOSS) BEFORE TAXATION

4,065


(732

)

3,333



Tax on profit/(loss)

10

(535

)

128


(407

)


PROFIT/(LOSS) FOR THE FINANCIAL YEAR

3,530


(604

)

2,926



Profit/(loss) attributable to:

Owners of the parent

2,586



Non-controlling interests

340



2,926




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023


2023

2022



Notes

£'000

£'000



PROFIT FOR THE YEAR

5,652


2,926





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

5,635


3,093




Total comprehensive income attributable to:

Owners of the parent

5,600


2,753



Non-controlling interests

35


340



5,635


3,093




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



CONSOLIDATED BALANCE SHEET

31 DECEMBER 2023


2023

2022



Notes

£'000

£'000

£'000

£'000


FIXED ASSETS

Intangible assets

13

388


510



Tangible assets

14

8,789


7,848



Investments

15



Interest in associate

1,153


1,121



Investment property

16

132


-



10,462


9,479




CURRENT ASSETS

Stocks

17

1,558


1,516



Debtors

18

8,702


7,035



Cash at bank and in hand

3,163


7,392



13,423


15,943



CREDITORS

Amounts falling due within one year

19

6,440


9,680



NET CURRENT ASSETS

6,983


6,263



TOTAL ASSETS LESS CURRENT

LIABILITIES

17,445


15,742




CREDITORS

Amounts falling due after more than one

year

20

(2,819

)

(4,827

)



PROVISIONS FOR LIABILITIES

24

(214

)

(198

)



PENSION LIABILITY

27

(77

)

(18

)


NET ASSETS

14,335


10,699




CAPITAL AND RESERVES

Called up share capital

25

3,014


3,014



Share premium

26

183


183



Revaluation reserve

26

27


-



Retained earnings

26

10,535


6,961



SHAREHOLDERS' FUNDS

13,759


10,158




NON-CONTROLLING INTERESTS

576


541



TOTAL EQUITY

14,335


10,699




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



STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



COMPANY BALANCE SHEET

31 DECEMBER 2023


2023

2022



Notes

£'000

£'000

£'000

£'000


FIXED ASSETS

Intangible assets

13

-


-



Tangible assets

14

5,734


5,734



Investments

15

3,821


4,424



Investment property

16

-


-



9,555


10,158




CURRENT ASSETS

Debtors

18

3,137


535



Cash in hand

51


212



3,188


747



CREDITORS

Amounts falling due within one year

19

1,964


1,778



NET CURRENT ASSETS/(LIABILITIES)

1,224


(1,031

)


TOTAL ASSETS LESS CURRENT

LIABILITIES

10,779


9,127




CREDITORS

Amounts falling due after more than one

year

20

319


2,130



NET ASSETS

10,460


6,997




CAPITAL AND RESERVES

Called up share capital

25

3,014


3,014



Share premium

26

183


183



Retained earnings

26

7,263


3,800



SHAREHOLDERS' FUNDS

10,460


6,997




Company's profit for the financial year

5,424


6,079




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



STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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

3,014


10,137


183




Changes in equity

Dividends

-


(5,929

)

-



Total comprehensive income

-


2,753


-



Balance at 31 December 2022

3,014


6,961


183




Changes in equity

Dividends

-


(1,961

)

-



Total comprehensive income

-


5,535


-



Balance at 31 December 2023

3,014


10,535


183



Revaluation

Non-controlling

Total


reserve

Total

interests

equity


£'000

£'000

£'000

£'000


Balance at 1 January 2022

-


13,334


201


13,535




Changes in equity

Dividends

-


(5,929

)

-


(5,929

)


Total comprehensive income

-


2,753


340


3,093



Balance at 31 December 2022

-


10,158


541


10,699




Changes in equity

Dividends

-


(1,961

)

-


(1,961

)


Total comprehensive income

27


5,562


35


5,597



Balance at 31 December 2023

27


13,759


576


14,335




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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

3,014


3,650


183


6,847




Changes in equity

Dividends

-


(5,929

)

-


(5,929

)


Total comprehensive income

-


6,079


-


6,079



Balance at 31 December 2022

3,014


3,800


183


6,997




Changes in equity

Dividends

-


(1,961

)

-


(1,961

)


Total comprehensive income

-


5,424


-


5,424



Balance at 31 December 2023

3,014


7,263


183


10,460




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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

(5,252

)

9,245



Interest paid

(324

)

(176

)


Interest element of hire purchase payments

paid

(14

)

(14

)


Finance costs paid

(26

)

(26

)


Tax paid

(360

)

(1,142

)


Net cash from operating activities

(5,976

)

7,887




Cash flows from investing activities

Purchase of tangible fixed assets

(1,437

)

(489

)


Sale of tangible fixed assets

-


47



Sale of fixed asset investments

5,602


-



Cash at bank disposed of

(86

)

-



Interest received

148


3



Net cash from investing activities

4,227


(439

)



Cash flows from financing activities

Loan repayments in year

(346

)

(365

)


Capital repayments in year

(169

)

(142

)


Dividends paid

(1,961

)

(5,929

)


Net cash from financing activities

(2,476

)

(6,436

)



(Decrease)/increase in cash and cash equivalents

(4,225

)

1,012



Cash and cash equivalents at beginning

of year

2

7,392


6,378




Cash and cash equivalents at end of year

2

3,163


7,392




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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

5,598


3,333




Depreciation charges

692


668




Loss/(profit) on disposal of fixed assets

4


(26

)



Amortisation

33


75




Impairment

89


-




Increase/(Decrease) in pension liability

(38

)

-




(Profit)/loss on disposal of investment

(5,850

)

-




Finance costs

364


216




Finance income

(180

)

(36

)


712


4,230




(Increase)/decrease in stocks

(42

)

2,047




(Increase)/decrease in trade and other debtors

(1,649

)

4,116




Decrease in trade and other creditors

(4,273

)

(1,148

)



Cash generated from operations

(5,252

)

9,245




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

3,163


7,392




Year ended 31 December 2022


31/12/22


1/1/22

£'000

£'000



Cash and cash equivalents

7,392


6,378





STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2023



3.

ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)



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

7,392


(4,229

)

3,163



7,392


(4,229

)

3,163




Debt


Finance leases

(348

)

169


-


(179

)



Debts falling due


within 1 year

(386

)

346


(1,835

)

(1,875

)



Debts falling due


after 1 year

(4,654

)

-


1,835


(2,819

)


(5,388

)

515


-


(4,873

)



Total

2,004


(3,714

)

-


(1,710

)



STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023



1.

COMPANY INFORMATION



Stephen Austin (Holdings) Limited was incorporated on 18 December 2001 under the Companies Act 1985, as a private limited company and is registered in England and Wales. The principal activity of Stephen Austin (Holdings) Limited is that of a holding company for a group of printing companies and newspaper publishing companies. The address of its registered office is Caxton Hill, Ware Road, Hertford, Hertfordshire, SG13 7LU.


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 Stephen Austin (Holdings) Limited and all its subsidiary undertakings. These financial statements are made up 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 11 for further details.



Unless otherwise stated, the acquisition method of accounting has been adopted. Under this method the results of the subsidiary companies 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.


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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.

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.

STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



2.

ACCOUNTING POLICIES - continued



Fixed assets

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

The cost of 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:

Improvements to property - 10% straight line
Plant and machinery - 6 - 25% straight line
Fixtures and fittings -20 - 25% straight line
Motor vehicles -25% on reducing balance

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 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 assets which are not depreciated.


Investment property


Investment property is shown at fair value. Any aggregate surplus or deficit arising from changes in fair value is recognised in Other Comprehensive Income.



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 company 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.


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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 asset/deficit is recognised in full and disclosed on the face of the balance sheet. The movement in the scheme asset/deficit is split between operating profit and finance costs in the income statement and the statement of other comprehensive income.

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


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.



Investments in subsidiaries and associates


Investments in subsidiary and associate undertakings are recognised at cost.



Exceptional items


Exceptional items are one off, material items outside the normal course of business which are not related to the group's trading activities.



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)


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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

8,514


9,568




Social security costs

812


1,049




Other pension costs

577


636



9,903


11,253





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

2023

2022




Management staff

9


6




Production staff

86


101




Editorial staff

52


61




Admin, sales and distribution staff

100


102



247


270




5.

DIRECTORS' EMOLUMENTS




2023



2022





£'000



£'000




Directors' remuneration


-



32





Included in the amount above is £nil (2022: £3k) payable to a money purchase pension scheme.


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



Money purchase schemes


-



1




6.

OPERATING (LOSS)/PROFIT



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


2023

2022


£'000

£'000



Depreciation - owned assets

581


557




Depreciation - assets on hire purchase contracts

111


112




Loss/(profit) on disposal of fixed assets

4


(26

)



Goodwill amortisation

33


75




Foreign exchange differences

11


7




Operating lease costs - land  

53


22




Operating lease costs - other operating leases  

24


1




Impairment of asset  

89


-




7.

AUDITORS' REMUNERATION




2023



2022





£'000



£'000




Fees payable to the company's auditor for the audit of the company's

annual accounts


4



4




Audit of the accounts of subsidiaries


29



34




Fees in relation to the audit of the pension scheme


5



5




Non audit services in relation to tax compliance


4



4




Other non audit services


7



8




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



8.

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.


9.

INTEREST PAYABLE AND SIMILAR EXPENSES


2023

2022


£'000

£'000



Bank loan interest

129


60




Interest payable

195


116




Hire purchase and finance leases

14


14




Preference dividend

26


26



364


216




10.

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


477




Over/under provision in prior


year

(144

)

(139

)



Total current tax

(76

)

338





Deferred tax

22


69




Tax on profit

(54

)

407





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

5,597


3,333




Profit multiplied by the standard rate of corporation tax in the UK of 25 %

(2022 - 19 %)  

1,399


633





Effects of:


Expenses not deductible for tax purposes

45


59




Income not taxable for tax purposes

(1,434

)

-




Adjustments to tax charge in respect of previous periods

(144

)

(139

)



Research & Development  

-


(184

)



Difference between pension charge and cash contributions  

-


10




losses unavailable for use  

65


-




Effect of super deduction  

(2

)

(17

)



Movement in deferred tax due to change in rate  

-


44




unprovided



Other timing differences  

17


-




Total tax (credit)/charge

(54

)

406




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



10.

TAXATION - continued



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 the current year relates to the research and development claim.


11.

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.



12.

DIVIDENDS




2023


2022




£'000


£'000




A Ordinary Shares


1,929


5,900



B Ordinary Shares


32


29




1,961


5,929



13.

INTANGIBLE FIXED ASSETS



Group

Goodwill


£'000



COST


At 1 January 2023


and 31 December 2023

1,897




AMORTISATION


At 1 January 2023

1,387




Amortisation for year

33




Impairments

89




At 31 December 2023

1,509




NET BOOK VALUE


At 31 December 2023

388




At 31 December 2022

510




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



14.

TANGIBLE FIXED ASSETS



Group

Freehold



property

Fixtures



and

Plant and

and

Motor



improvements

machinery

fittings

vehicles

Totals


£'000

£'000

£'000

£'000

£'000



COST


At 1 January 2023

7,000


9,911


1,404


51


18,366




Additions

96


1,487


150


-


1,733




Disposals

-


(248

)

-


(1

)

(249

)



Reclassification to investment


property

(96

)

-


-


-


(96

)



At 31 December 2023

7,000


11,150


1,554


50


19,754




DEPRECIATION


At 1 January 2023

742


8,518


1,207


51


10,518




Charge for year

63


503


126


-


692




Eliminated on disposal

-


(244

)

-


(1

)

(245

)



At 31 December 2023

805


8,777


1,333


50


10,965




NET BOOK VALUE


At 31 December 2023

6,195


2,373


221


-


8,789




At 31 December 2022

6,258


1,393


197


-


7,848





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



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: £111k).



Company

Freehold


property


and


improvements


£'000



COST


At 1 January 2023


and 31 December 2023

5,734




NET BOOK VALUE


At 31 December 2023

5,734




At 31 December 2022

5,734




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



15.

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% share in Newbury News and Media Ltd.



Company

Shares in


group

Interest in


undertakings

associate

Totals


£'000

£'000

£'000



COST


At 1 January 2023

3,604


820


4,424




Disposals

(603

)

-


(603

)



At 31 December 2023

3,001


820


3,821




NET BOOK VALUE


At 31 December 2023

3,001


820


3,821




At 31 December 2022

3,604


820


4,424





STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



15.

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 & 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 Stephen Austin (Holdings) Limited.



Eyre & Spottiswoode Limited did not trade during the year.



The registered offices of the above companies are:



Company


Address




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




16.

INVESTMENT PROPERTY



Group

Total


£'000



FAIR VALUE


Revaluations

36




Reclassification from tangible


fixed assets

96




At 31 December 2023

132




NET BOOK VALUE


At 31 December 2023

132




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



16.

INVESTMENT PROPERTY - continued



Group



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


-




17.

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 debit to the Income statement totalling £25k (2022: £78k credit to the Income Statement).


18.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


2023

2022

2023

2022


£'000

£'000

£'000

£'000



Trade debtors

5,419


4,536


-


-




Amounts owed by group undertakings

2,256


1,503


3,137


535




Amounts owed by associates

3


-


-


-




Other debtors

55


352


-


-




Corporation tax

526


13


-


-




VAT

160


237


-


-




Prepayments and accrued income

283


394


-


-



8,702


7,035


3,137


535




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



19.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


2023

2022

2023

2022


£'000

£'000

£'000

£'000



Bank loans and overdrafts (see note 21)

1,875


386


1,851


376




Hire purchase contracts  (see note 22)

179


175


-


-




Deferred income

39


701


-


-




Trade creditors

1,157


1,375


-


-




Amounts owed to group undertakings

74


74


74


833




Amounts owed to associates

790


823


-


-




Corporation tax

77


-


-


76




Social security and other taxes

171


231


-


-




Other creditors

252


638


13


318




Accruals

1,826


5,277


26


175



6,440


9,680


1,964


1,778




20.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR




Group


Company


2023

2022

2023

2022


£'000

£'000

£'000

£'000



Bank loans (see note 21)

-


1,835


-


1,811




Other loans (see note 21)

2,819


2,819


319


319




Hire purchase contracts  (see note 22)

-


173


-


-



2,819


4,827


319


2,130




21.

LOANS



An analysis of the maturity of loans is given below:



Group


Company


2023

2022

2023

2022


£'000

£'000

£'000

£'000



Amounts falling due within one year or on

demand:



Bank loans

1,875


386


1,851


376




Amounts falling due between one and two

years:



Bank loans - 1-2 years

-


1,821


-


1,811




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

319


319


319


319




Repayable by instalments


Other loans

2,500


2,500


-


-




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



21.

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.



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.



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

2023

2022


value:

£'000

£'000



319,200

Cumulative 8% preference



shares

£1

319


319




22.

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

109


81




Between one and five years

73


69




In more than five years

79


6



261


156




STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



23.

SECURED DEBTS



The following secured debts are included within creditors:



Group


2023

2022


£'000

£'000



Hire purchase contracts

179


348




Bank loan drawn in 2019

1,327


1,611




Bank loan drawn 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.


24.

PROVISIONS FOR LIABILITIES



Group


2023

2022


£'000

£'000



Deferred tax

214


198





Group

Deferred tax


£'000



Balance at 1 January 2023

198




Provided during year

22




Charged to income statement



Credit to comprehensive income

(6

)



Balance at 31 December 2023

214





The deferred tax 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


224



202




463



198



STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



25.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:


Class:


Nominal


2023



2022




Value:


£'000



£'000




12,656


A Ordinary


£1


13



13



1,080


B Ordinary


£1


1



1



3,000,000


Preference


£1


3,000



3,000




3,014



3,014




A & B Ordinary Shares



The Ordinary shares have attached to them full voting and dividend rights. On winding up, Ordinary shares have a right to repayment of capital and any residue after the Preference shares are repaid. Shares are not redeemable.



Preference Shares



The Preference shares have attached to them no voting rights. They have rights to dividends and repayment on winding up is first allocated to Preference shares up to capital paid. Shares are not redeemable.


26.

RESERVES



Group

Retained

Share

Revaluation


earnings

premium

reserve

Totals


£'000

£'000

£'000

£'000




At 1 January 2023

6,961


183


-


7,144




Profit for the year

5,630


5,630




Dividends

(1,961

)

(1,961

)



Revaluation in year

-


-


27


27




Other recognised losses

(95

)

-


-


(95

)



At 31 December 2023

10,535


183


27


10,745





Company

Retained

Share


earnings

premium

Totals


£'000

£'000

£'000




At 1 January 2023

3,800


183


3,983




Profit for the year

5,424


5,424




Dividends

(1,961

)

(1,961

)



At 31 December 2023

7,263


183


7,446





Retained earnings includes all current and prior period retained profit and losses.



Share premium represents consideration paid for shares over and above the par value.



Revaluation reserve represents gains on revaluation for the investment property.


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



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

)



STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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 (gains)/losses  

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.


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



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.

ULTIMATE PARENT COMPANY



The company's ultimate parent company is S A Printing Group Limited, a company incorporated in England and Wales.  The ultimate control of that company is exercised by P G Fowler.



The largest group in which the results of the company are consolidated is that headed by S A Printing Group Limited. The consolidated financial statements S A Printing Group Limited are available to the public and may be obtained from the Registrar of Companies.


29.

RELATED PARTY DISCLOSURES



The Group has taken exemptions conferred by FRS102 in respect of related party transactions between the Stephen Austin group of companies on the grounds that the companies are wholly owned subsidiaries.



S A Printing Group Limited is the ultimate parent company. At the year end S A Printing Group Limited owed Stephen Austin & Sons Limited £2,256k (2022: £1,503k).



During the year S A Printing Group Limited charged £300k (2022: £5,369k) to Stephen Austin & Sons Limited 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 £2,500k (2022: £2,500k) was due to Peter Press Limited in respect of loan notes. These are repayable in equal instalments between 30 September 2027 and 30 September 2036. Interest of £192k (2022: £111k) was paid to Peter Press Limited during the year in respect of these loan notes.



Illife Media Group Limited, a shareholder of Highland Media Group Limited, provided Highland Media Group Limited with a loan during the previous year. 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 £Nil (2022: £156k) was paid.


STEPHEN AUSTIN (HOLDINGS) LIMITED (REGISTERED NUMBER: 04341989)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



30.

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.