Registered number: 08708460
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
COMPANY INFORMATION
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CIMPRESS UK LIMITED
CONTENTS
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CIMPRESS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their strategic report for the year ended 30 June 2024.
The Company’s principal activity is providing the Group with marketing and market strategy support services on a global level but particularly in the United Kingdom market for the trading of Vista products, based on large volumes of individually small, customized orders for a broad spectrum of print, signage, apparel and similar products.
The Company has a Service Agreement in place with Cimpress Schweiz GmbH that covers the above mentioned services and allows Cimpress UK Limited to re-invoice the incurred costs with a mark up to the Group. The average number of employees decreased by 12% to 36 (2023 - 41). As a result, service revenue decreased by 7% to £5,047,638 (2023 - £5,421,185). For financial year 2024, the Company generated an operating profit of £257,481 (2023 - £445,146) and a loss for the financial year of £182,272 (2023 - loss of £3,377), after deducting net interest payable of £439,753, incurred mainly on the outstanding revolving credit agreement with the ultimate parent company, Cimpress Plc.
The Company’s operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk, liquidity risk and interest rate risk. The Company has in place a risk management program that seeks to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs.
• Credit risk Credit risk arises from cash and cash equivalents, and credit exposures to customers. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted. The creditworthiness of customers granted credit terms in the normal course of business is monitored continually. The terms and conditions of credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. At 30 June 2024, the Company’s debtor balances are mainly with related parties. • Cash Flow risk The Company is providing the Group with marketing and other support services and is re-charging its operating expenses on a cost-plus mark-up basis with similar payment schedules as are existing for third party liabilities. Therefore, the Company is mainly exposed to the financial risks of changes in interest rates on their intercompany loan. The current loan is held at fixed rate to ensure certainty of cash flows. • Liquidity risk The Company ensures availability of funding for its operations through an appropriate amount of committed bank facilities on a group wide basis.
This report was approved by the board on 27 March 2025 and signed on its behalf.
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CIMPRESS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £182,272 (2023 - loss £3,377).
Further, as at 30 June 2024, the shareholders’ deficit amounted to £4,596,191. Therefore, the Company will not pay out any dividend (2023 - nil).
The directors who served during the year were:
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CIMPRESS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Cimpress UK Limited experienced a slight decrease in the number of employees in fiscal year 2024, leading to lower service revenues. For fiscal year 2025, we expect this trend to remain stable.
The Company's focus is to generate substantial operating profits to be able to reduce the outstanding loan with the ultimate parent company Cimpress Plc and to return to positive income throughout the next fiscal year.
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued support of the Company’s ultimate parent, Cimpress Plc.
The directors have received confirmation that Cimpress Plc intends to support the Company for a period of at least one year after the date of the approval of these financial statements.
No additional significant event has taken place after the close of the financial year and until the date of execution of these annual financial statements that could affect such financial statements in a significant way.
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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CIMPRESS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIMPRESS UK LIMITED
We have audited the financial statements of Cimpress UK Limited (the 'Company') for the year ended 30 June 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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CIMPRESS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIMPRESS UK LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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CIMPRESS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIMPRESS UK LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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 Auditors' report.
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CIMPRESS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIMPRESS UK LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
14 City Quay
Dundee
DD1 3JA
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CIMPRESS UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
REGISTERED NUMBER: 08708460
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 25 form part of these financial statements.
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CIMPRESS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Cimpress UK Limited (the Company) is providing marketing support services in the United Kingdom market for the trading of Vistaprint products, based on large volumes of individual small, customized orders for a broad spectrum of print, signage, apparel and similar products.
The Company is a private company limited by shares and is incorporated and domiciled in England. The address of its registered office is c/o Cogency Global (UK) Limited, 6 Lloyds Avenue, Unit 4CL, London, England, EC3N 3AX.
The individual financial statements of Cimpress UK Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" and the Companies Act 2006.
3.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements have been prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities measured at fair value through the profit or loss.
The financial statements present a true and fair view of the equity and the financial position of Cimpress UK Limited at 30 June 2024, as well as the results of its operations and the variations in the statements of shareholder's equity, which have occurred in Cimpress UK Limited in the year ended 30 June 2024. The Statement of Comprehensive Income, Statement of Financial Position and Statement of Changes in Equity and accompanying notes to the financial statements are stated in GBP, unless otherwise stated.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 4).
The following principal accounting policies have been applied:
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued support of the Company’s ultimate parent, Cimpress Plc. The directors have received confirmation that Cimpress plc intends to support the Company for a period of at least one year after the date of approval of these financial statements.
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
The Company has taken advantage of the exemption under FRS 102 paragraph 1.12(b), from preparing a statement of cash flows, on the basis that it is a qualifying entity and its ultimate parent company, Cimpress plc, includes the Company’s cash flows in its own consolidated financial statements.
The Company is a wholly owned subsidiary of the ultimate parent company of the group Cimpress Plc. It is included in the consolidated financial statements of Cimpress plc which are publicly available. Therefore, the Company is exempt by virtue of section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements.
These financial statements are the Company’s separate financial statements.
Functional and presentation currency
Transactions and balances
Turnover comprises the cost-plus mark-up of marketing support services provided in the United Kingdom net of value added tax.
Turnover is recognised as the cost is incurred.
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
The Company provides a range of benefits to employees, including a defined contribution pension plan.
Short term benefits are recognised as an expense in the year in which the service is received. The Company maintains a defined contribution plan for its employees with a third-party pension provider. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid, the Company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the Statement of Financial Position. The assets of the plan are held separately from the Company in investment vehicles administrated by the third-party pension provider. The Company grants share based compensation to some of its employees through the equity compensation plan of the ultimate parent Company Cimpress plc. Compensation expense for awards granted to employees is determined on the date of grant and generally is not adjusted for subsequent events (with exception of modifications) provided that the awards can only be settled in stock. Once the expense for an award is determined, it is recorded through the Statement of Comprehensive Income over the service period of the award which is typically the vesting period.
Taxation expense for the year comprises current and deferred tax recognised in the reporting year. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.
Current and deferred taxation assets and liabilities are not discounted. Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks spcific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost. Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at that reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the Company's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
Financial instruments are assessed applying guidance provided under FRS 102, section 11/12.
Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting year financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit and loss. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Basic financial liabilities, including trade and other payables and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate interest.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Share capital is made up exclusively of ordinary shares and is classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds, net of tax.
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Analysis of turnover by country of destination:
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
9.Share-based payments (continued)
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The Company has tax losses arising in the UK of £4,057,042 (2023 - £3,810,740) that are available indefinitely to offset against future taxable profits.
The only other factors affecting tax charges are those imposed by HMRC.
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The cost of contributions to the defined contribution scheme amounts to £212,157 (2023 - £231,380). As at 30 June 2024 there are outstanding contribution payments of £30,038 (2023 - £33,152).
Capital contribution reserve
but has not resulted in the issue of additional share capital.
Profit and loss account
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CIMPRESS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The immediate and ultimate parent company as well as the controlling party is
At 30 June 2024 and 30 June 2023, Cimpress UK Limited did not have guarantees with any third party.
At 30 June 2024 and 30 June 2023, the Company did not have capital or other commitments with any third party.
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