REGISTERED NUMBER: 04381773 (England and Wales)

Page

Company Information  

1

Strategic Report  

2

Report of the Directors  

3

Report of the Independent Auditors  

5

Income Statement  

8

Other Comprehensive Income  

9

Balance Sheet  

10

Statement of Changes in Equity  

11

Notes to the Financial Statements

12

DIRECTORS:

R J Fowler

E Obolensky

REGISTERED OFFICE:

Caxton Hill

Ware Road

Hertford

Hertfordshire

SG13 7LU

REGISTERED NUMBER:

04381773 (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

8, 14 Howardsgate

Welwyn Garden City

Hertfordshire

AL8 6 BH

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The financial highlights are as follows:

12 Month

period ended

December

2024

12 Month

period ended

December

2023

12 Month

period ended

December

2022

15 Month

period ended

December

2021

12 Month

period ended

September

2020

£k

£k

£k

£k

£k

Turnover

12,006

17,154

33,448

21,213

19,853

Gross profit margin

39.2%

35.0%

43.8%

51.4%

35.3%

The company's principal activity continues to be the secure printing and distribution of high-stakes examination materials. Turnover for the year ended 31 December 2024 was £12.0m (2023: £17.2m), while gross profit margin improved from 35.0% to 39.2%, reflecting a stronger sales and margin mix. The business remains resilient and well-positioned, with continued focus on developing our specialist expertise in high-stakes printed examinations.

During the year, the shareholders of SA Printing Group (the ultimate parent of Stephen Austin & Sons Limited) acquired Hertford Offset Limited, a commercial printing and marketing services company. Hertford Offset has now been integrated into Stephen Austin's Hertford site, enhancing group capabilities and creating additional opportunities in the commercial printing sector.

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 company had net assets under the defined benefit pension scheme of £58k as compared to a net liability of  £77k as at 31 December 2023.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The company's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme 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.

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

In respect of bank balances the liquidity risk is managed by maintaining close control of cash balances, debtors and creditors.

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

The company's hire purchase debt is managed in the same was as trade creditors 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.

FUTURE DEVELOPMENTS

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

ON BEHALF OF THE BOARD:

R J Fowler - Director

30 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

Total dividends for the period ended 31 December 2024 were £Nil (2023: £Nil).

RESEARCH AND DEVELOPMENT

The company's research and development activities are focused on design and development of new processes.

FUTURE DEVELOPMENTS

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

DIRECTORS

R J Fowler has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

E Obolensky was appointed as a director after 31 December 2024 but prior to the date of this report.

P G Fowler ceased to be a director after 31 December 2024 but prior to the date of this report.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

A review of the financial risk management objectives and policies can be seen within the strategic report.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

30 September 2025

Opinion

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 company 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 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 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-

the 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 three, 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 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 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. 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:

o

enquiring of management as to actual and potential litigation and claims; and

o

reviewing any correspondence with regulators and the company's legal advisors.

To address the risk of fraud through management bias and override of controls, we:

o

performed analytical procedures to identify any unusual or unexpected relationships; and

o

tested journal entries to identify unusual transactions; and

o

assessed whether judgements and assumptions contained any indication of potential bias.

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.

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.

Liz Martyn (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

30 September 2025

TURNOVER

3

12,006

17,154

Cost of sales

7,302

11,151

GROSS PROFIT

4,704

6,003

Administrative expenses

4,906

6,389

(202

)

(386

)

Other operating income

670

118

OPERATING PROFIT/(LOSS)

6

468

(268

)

Interest receivable and similar income

113

126

581

(142

)

Interest payable and similar expenses

7

288

207

Other finance costs

21

2

-

290

207

PROFIT/(LOSS) BEFORE TAXATION

291

(349

)

Tax on profit/(loss)

8

86

(122

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

205

(227

)

PROFIT/(LOSS) FOR THE YEAR

205

(227

)

OTHER COMPREHENSIVE INCOME  

Actuarial gains/(losses)

87

(97

)

Income tax relating to other comprehensive

income

(34

)

15

OTHER COMPREHENSIVE INCOME FOR

THE YEAR, NET OF INCOME TAX

53

(82

)

TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

258

(309

)

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

2,432

2,909

Investments

11

100

100

2,532

3,009

CURRENT ASSETS

Stocks

12

891

1,564

Debtors

13

6,123

7,848

Cash at bank and in hand

4,069

2,098

11,083

11,510

CREDITORS

Amounts falling due within one year

14

4,489

6,363

NET CURRENT ASSETS

6,594

5,147

TOTAL ASSETS LESS CURRENT

LIABILITIES

9,126

8,156

CREDITORS

Amounts falling due after more than one

year

15

(3,228

)

(2,500

)

PROVISIONS FOR LIABILITIES

18

(314

)

(195

)

PENSION ASSET/(LIABILITY)

21

58

(77

)

NET ASSETS

5,642

5,384

CAPITAL AND RESERVES

Called up share capital

19

3,001

3,001

Retained earnings

20

2,641

2,383

SHAREHOLDERS' FUNDS

5,642

5,384

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

R J Fowler - Director

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1 January 2023

3,001

6,027

9,028

Changes in equity

Distributions

-

(3,335

)

(3,335

)

Total comprehensive income

-

(309

)

(309

)

Balance at 31 December 2023

3,001

2,383

5,384

Changes in equity

Total comprehensive income

-

258

258

Balance at 31 December 2024

3,001

2,641

5,642

1.

COMPANY INFORMATION

Stephen Austin & Sons Limited was incorporated on 26 February 2002 under the Companies Act 1985, as a private limited company and is registered in England and Wales. The principal activity of Stephen Austin & Sons Limited is that of secure confidential production of examination materials. 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.

The presentation currency is £ sterling.

Going concern

The financial statements are prepared on a going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The 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":

•

the requirements of Section 7 Statement of Cash Flows;

•

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);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29.

Turnover

Turnover is derived from the printing, packaging and distribution of examinations.

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

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.

Other operating income represents management charges. Management charges represent net sales during the year (excluding Value Added Tax) adjusted for accrued and deferred income where applicable. They are recognised when the service is provided.

Goodwill

Intangible assets

Tangible fixed assets

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stock and work in progress

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Net realisable value is based on estimated selling price less additional costs to completion.

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

Foreign currencies

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.