S A Printing Group Limited - Limited company accounts 25.1

REGISTERED NUMBER: 08625020 (England and Wales)

S A PRINTING GROUP LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

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

DIRECTORS:

R J Fowler

E Obolensky

REGISTERED OFFICE:

1st Floor Chilworth Point

Chilworth Road

Southampton

Hampshire

SO16 7JQ

REGISTERED NUMBER:

08625020 (England and Wales)

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

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

15 month
period

12 month
period

2024

2023

2022

2021

2020

2019

£k

Consolidated turnover

17,999

23,361

41,180

29,140

27,642

19,438

Gross profit margin

38.8%

32.7%

43.2%

49.2%

36.4%

43.2%

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.

-

Highland Media Group Limited - holding company for local news businesses

-

Highland News and Media Limited - local news publishing

Turnover decreased from £23,361k for the period ended 31 December 2023 to £17,999k for the period ended 31 December 2024. Gross profit margin improved from 32.7% to 38.8%. Overall, the group companies continue to perform well and the directors will continue to explore opportunities in our core and adjacent markets.

STEPHEN AUSTIN & SONS

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.

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.

On the last day of the financial year the investment within the local media side of the business was transferred from Stephen Austin (Holdings) Limited to S A Printing Limited by way of a dividend in specie.

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

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.

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 shareholders, 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. 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.

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

30 September 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

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

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

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

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

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

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

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

EMPLOYEES

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

DISABLED EMPLOYEES

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

30 September 2025

Opinion

We have audited the financial statements of S A Printing Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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 2024 and of the group's loss 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the Group. The key laws and regulations we considered in this context included the UK Companies Act and Health and 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 the 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:

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

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

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

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

- tested journal entries to identify unusual transactions and 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

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

2024

Continuing

Discontinued

Total

Notes

£'000

TURNOVER

3

17,999

-

17,999

Cost of sales

(11,009

)

-

(11,009

)

GROSS PROFIT

6,990

-

6,990

Administrative expenses

(8,286

)

-

(8,286

)

(1,296

)

-

(1,296

)

Other operating income

749

-

749

OPERATING LOSS

5

(547

)

-

(547

)

Income from interest in associated
undertakings

77

-

77

Interest receivable and similar income

229

-

229

Interest payable and similar expenses

8

(429

)

-

(429

)

Other finance costs

27

(2

)

-

(2

)

LOSS BEFORE TAXATION

(672

)

-

(672

)

Tax on loss

9

107

-

107

LOSS FOR THE FINANCIAL YEAR

(565

)

-

(565

)

Loss attributable to:

Owners of the parent

(543

)

Non-controlling interests

(22

)

(565

)

S A PRINTING GROUP LIMITED (REGISTERED NUMBER: 08625020)

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

2023

Continuing

Discontinued

Total

Notes

£'000

TURNOVER

3

23,146

215

23,361

Cost of sales

(15,706

)

(23

)

(15,730

)

GROSS PROFIT

7,440

192

7,631

Administrative expenses

(8,350

)

(530

)

(8,880

)

(910

)

(338

)

(1,249

)

Other operating income

162

-

162

OPERATING LOSS

5

(748

)

(338

)

(1,087

)

Profit on sale of subsidiary

7

-

5,850

(748

)

5,512

4,763

Income from interest in associated
undertakings

32

-

32

Interest receivable and similar income

201

-

201

Interest payable and similar expenses

8

(358

)

-

(358

)

(LOSS)/PROFIT BEFORE TAXATION

(873

)

5,512

4,638

Tax on (loss)/profit

9

272

-

272

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(601

)

5,512

4,910

(Loss)/profit attributable to:

Owners of the parent

4,464

Non-controlling interests

446

4,910

(LOSS)/PROFIT FOR THE YEAR

(565

)

4,910

OTHER COMPREHENSIVE INCOME

Actuarial gains/(losses)

87

(97

)

Revaluation gain

-

36

Income tax relating to components of other
comprehensive income

(34

)

6

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

53

(55

)

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(512

)

4,855

Total comprehensive income attributable to:

Owners of the parent

(494

)

4,399

Non-controlling interests

(18

)

456

(512

)

4,855

FIXED ASSETS

Intangible assets

12

328

387

Tangible assets

13

8,701

9,042

Investments

14

Interest in associate

1,230

1,153

Investment property

15

132

10,391

10,714

CURRENT ASSETS

Stocks

16

912

1,558

Debtors

17

9,886

10,463

Cash at bank and in hand

7,365

5,223

18,163

17,244

CREDITORS

Amounts falling due within one year

18

5,015

5,419

NET CURRENT ASSETS

13,148

11,825

TOTAL ASSETS LESS CURRENT
LIABILITIES

23,539

22,539

CREDITORS

Amounts falling due after more than one
year

19

(4,749

)

(2,727

)

PENSION ASSET/(LIABILITY)

27

58

(77

)

NET ASSETS

18,848

19,735

CAPITAL AND RESERVES

Called up share capital

24

1

Share premium

25

2,277

Revaluation reserve

25

27

Retained earnings

25

15,564

16,056

SHAREHOLDERS' FUNDS

17,869

18,361

NON-CONTROLLING INTERESTS

26

979

1,374

TOTAL EQUITY

18,848

19,735

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

FIXED ASSETS

Intangible assets

12

-

Tangible assets

13

317

253

Investments

14

6,246

5,421

Investment property

15

-

6,563

5,674

CURRENT ASSETS

Debtors

17

6,534

5,975

Cash at bank

2,713

2,060

9,247

8,035

CREDITORS

Amounts falling due within one year

18

4,706

2,980

NET CURRENT ASSETS

4,541

5,055

TOTAL ASSETS LESS CURRENT
LIABILITIES

11,104

10,729

CREDITORS

Amounts falling due after more than one
year

19

56

-

NET ASSETS

11,048

10,729

CAPITAL AND RESERVES

Called up share capital

24

1

Share premium

25

2,277

Retained earnings

25

8,770

8,451

SHAREHOLDERS' FUNDS

11,048

10,729

Company's profit for the financial year

319

1,195

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

Share

capital

earnings

premium

£'000

Balance at 1 January 2023

1

13,461

2,277

Changes in equity

Dividends

-

(1,929

)

-

Total comprehensive income

-

4,372

-

Transfer

-

152

-

Balance at 31 December 2023

1

16,056

2,277

Changes in equity

Total comprehensive income

-

(494

)

-

Balance at 31 December 2024

1

15,562

2,277

Revaluation

Non-controlling

Total

reserve

Total

interests

equity

£'000

Balance at 1 January 2023

-

15,739

1,102

16,841

Changes in equity

Dividends

-

(1,929

)

(32

)

(1,961

)

Total comprehensive income

27

4,399

456

4,855

Transfer

-

152

(152

)

-

Balance at 31 December 2023

27

18,361

1,374

19,735

Changes in equity

Dividends

-

(377

)

(377

)

Total comprehensive income

-

(494

)

(18

)

(512

)

Balance at 31 December 2024

27

17,867

979

18,846

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

Balance at 1 January 2023

1

9,185

2,277

11,463

Changes in equity

Dividends

-

(1,929

)

-

(1,929

)

Total comprehensive income

-

1,195

-

1,195

Balance at 31 December 2023

1

8,451

2,277

10,729

Changes in equity

Total comprehensive income

-

319

-

319

Balance at 31 December 2024

1

8,770

2,277

11,048

Cash flows from operating activities

Cash generated from operations

1

2,817

(3,096

)

Interest paid

(325

)

(318

)

Interest element of hire purchase payments
paid

(86

)

(14

)

Finance costs paid

(18

)

(26

)

Tax paid

410

(1,220

)

Net cash from operating activities

2,798

(4,674

)

Cash flows from investing activities

Purchase of tangible fixed assets

(264

)

(1,511

)

Sale of tangible fixed assets

44

-

Sale of fixed asset investments

-

5,602

Cash at bank disposed of

-

(86

)

Other finance costs

(2

)

-

Interest received

229

201

Net cash from investing activities

7

4,206

Cash flows from financing activities

New loans in year

42

-

Loan repayments in year

(361

)

(363

)

Capital repayments in year

(374

)

(169

)

Net amount withdrawn by directors

(741

)

(133

)

Asset financing received in the period

1,147

-

Dividends paid

-

(1,961

)

Dividends paid to MI

(377

)

-

Net cash from financing activities

(664

)

(2,626

)

Increase/(decrease) in cash and cash equivalents

2,141

(3,094

)

Cash and cash equivalents at beginning
of year

2

5,223

8,312

Cash and cash equivalents at end of year

2

7,365

5,223

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£'000

(Loss)/profit before taxation

(672

)

4,638

Depreciation charges

688

727

(Profit)/loss on disposal of fixed assets

(44

)

8

Amortisation charges

59

40

Impairment

-

89

Pension funding contributions

(48

)

(38

)

(Profit)/loss on disposal of investment

-

(5,850

)

Finance costs

431

358

Finance income

(306

)

(233

)

108

(261

)

Decrease/(increase) in stocks

646

(42

)

Decrease/(increase) in trade and other debtors

1,156

(678

)

Increase/(decrease) in trade and other creditors

907

(2,115

)

Cash generated from operations

2,817

(3,096

)

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 2024

31/12/24

1/1/24

£'000

Cash and cash equivalents

7,365

5,223

Year ended 31 December 2023

31/12/23

1/1/23

£'000

Cash and cash equivalents

5,223

8,312

3.	ANALYSIS OF CHANGES IN NET FUNDS

Inception

Other

of finance

non-cash

At 1/1/24

Cash flow

leases

changes

At 31/12/24

£'000

Net cash

Cash at bank

and in hand

5,223

2,142

-

7,365

5,223

2,142

-

7,365

Debt

Finance leases

(179

)

(773

)

(83

)

-

(1,035

)

Debts falling due

within 1 year

(1,858

)

320

-

1,174

(364

)

Debts falling due

after 1 year

(2,744

)

-

(1,174

)

(3,918

)

(4,781

)

(453

)

(83

)

-

(5,317

)

Total

442

1,689

(83

)

-

2,048

1.	COMPANY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The presentation currency is £ sterling.

Going concern

The accounts have been prepared on the going concern basis.

Financial reporting standard 102 - reduced disclosure exemptions

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

o the requirement of paragraph 3.17(d);

o the requirements of Section 7 Statement of Cash Flows;

o the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

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

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

o the requirement of paragraph 33.7.

Basis of consolidation

The group financial statements consolidate the financial statements of S A Printing Group Limited and all its subsidiary undertakings. These financial statements are made to 31 December 2024.

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

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

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

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

Significant judgements and estimates

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

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

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

Other key sources of estimation uncertainty;

Useful life of tangible fixed assets

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

Useful life of goodwill

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

Defined benefit pension plans

The Group has recognised an asset for defined benefit pension plans in the amount of £58k (2023: a
liability of £77k). 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 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.

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

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.

Tangible fixed assets

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

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

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

Property and improvements -

10% straight line

Plant and machinery -

6 - 25% straight line

Fixtures and fittings -

20 - 25% straight line

Motor vehicles -

25% on reducing balance

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

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

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

Investment property

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

Stocks

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

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

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

Taxation

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

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

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

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

Research and development

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

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 Consolidated 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 Consolidated Income Statement on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group accounts for its defined benefit pension scheme in accordance with FRS102.

The pension scheme liabilities are measured using a projected units method. The pension scheme surplus/deficit is recognised in full and disclosed on the face of the balance sheet. The movement in the scheme surplus/deficit is split between operating profit and finance costs in the Consolidated Income Statement and the Consolidated Statement of Other Comprehensive Income.

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

Investments in subsidiaries and associates

Investments in subsidiaries and associate undertakings are recognised at cost.

Financial instruments

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

Finance costs

Finance costs relate to the effective interest rates on the loans and have been charged directly to the Consolidated Income Statement.

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 £14,443k (2023: £19,567k).

The amount of revenue recognised in respect of services in the period is £3,555k (2023: £3,794k).

4.	EMPLOYEES AND DIRECTORS

2024

2023

£'000

Wages and salaries

7,410

9,126

Social security costs

685

834

Other pension costs

542

580

8,637

10,540

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

2024

2023

Management staff

5

11

Production staff

59

86

Admin, sales and distribution staff

69

103

Editorial staff

50

52

183

252

2024

2023

£'000

Directors' remuneration

706

760

Information regarding the highest paid director is as follows:

2024

2023

£'000

Emoluments

476

528

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

Defined benefit schemes

1

In the prior year financial statements temporary labour was included within 'Wages and salaries'.

The prior year figures have been updated to correctly reflect the nature of the cost. This has led to 'Wages and salaries' being reduced by £228,230.

There is no impact on profit or net assets as a result of the prior year adjustment.

5.	OPERATING LOSS

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

2024

2023

£'000

Depreciation - owned assets

448

616

Depreciation - assets on hire purchase contracts

240

111

(Profit)/loss on disposal of fixed assets

(44

)

8

Goodwill amortisation

59

40

Foreign exchange differences

19

11

Operating lease costs - land

53

Operating lease costs - other operating leases

14

24

6.	AUDITORS' REMUNERATION

2024

2023

£'000

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

6

5

Audit of the accounts of subsidiaries

31

33

Fees in relation to the audit of the pension scheme

6

5

Non audit services in relation to tax compliance

4

Non audit services in relation to tax advisory

1

Other non audit services

49

111

7.	DISPOSAL OF SUBSIDIARY

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

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£'000

Bank loan interest

119

129

Interest payable

206

189

Hire purchase and finance lease

86

14

Preference dividend

18

26

429

358

9.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2024

2023

£'000

Current tax:

UK corporation tax

60

68

Over/under provision in prior

year

2

(144

)

Total current tax

62

(76

)

Deferred tax

(169

)

(196

)

Tax on (loss)/profit

(107

)

(272

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£'000

(Loss)/profit before tax

(672

)

4,633

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 25 %)

(168

)

1,158

Effects of:

Expenses not deductible for tax purposes

37

55

Income not taxable for tax purposes

(64

)

(1,462

)

Adjustments to tax charge in respect of previous periods

2

(144

)

Difference between pension charge and cash contributions

(3

)

-

Other timing differences

88

58

Effect of super deduction

-

(2

)

Losses unavailable for use

-

65

Total tax credit

(108

)

(272

)

Tax effects relating to effects of other comprehensive income

2024

Gross

Tax

Net

£'000

Actuarial gains/(losses)

87

(34

)

53

Revaluation gain

87

(34

)

53

2023

Gross

Tax

Net

£'000

Actuarial gains/(losses)

(97

)

15

(82

)

Revaluation gain

36

(9

)

27

(61

)

6

(55

)

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

10.	INDIVIDUAL INCOME STATEMENT

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

11.

DIVIDENDS

2024

2023

£'000

Ordinary A shares of £0.0001 each

-

53

Ordinary B shares of £0.0001 each

-

1,429

A Participating shares of £0.0001 each

-

447

-

1,929

12.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£'000

COST

At 1 January 2024

and 31 December 2024

910

AMORTISATION

At 1 January 2024

523

Amortisation for year

59

At 31 December 2024

582

NET BOOK VALUE

At 31 December 2024

328

At 31 December 2023

387

13.	TANGIBLE FIXED ASSETS

Group

Property

Fixtures

and

Plant and

and

Motor

improvements

machinery

fittings

vehicles

Totals

£'000

COST

At 1 January 2024

7,203

7,723

993

28

15,947

Additions

30

122

101

94

347

Disposals

-

(453

)

-

(453

)

At 31 December 2024

7,233

7,392

1,094

122

15,841

DEPRECIATION

At 1 January 2024

789

5,341

749

26

6,905

Charge for year

94

447

123

24

688

Eliminated on disposal

-

(453

)

-

(453

)

At 31 December 2024

883

5,335

872

50

7,140

NET BOOK VALUE

At 31 December 2024

6,350

2,057

222

72

8,701

At 31 December 2023

6,414

2,382

244

2

9,042

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

Included within the net book value is £1,511k (2023: £472k) 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 £240k (2023: £111k).

Company

Property

Fixtures

and

Plant and

and

Motor

improvements

machinery

fittings

vehicles

Totals

£'000

COST

At 1 January 2024

287

19

43

5

354

Additions

30

1

10

83

124

At 31 December 2024

317

20

53

88

478

DEPRECIATION

At 1 January 2024

69

10

20

2

101

Charge for year

29

2

7

22

60

At 31 December 2024

98

12

27

24

161

NET BOOK VALUE

At 31 December 2024

219

8

26

64

317

At 31 December 2023

218

9

23

3

253

Included within the net book value is £63k (2023: £Nil) 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 £21k (2023: £Nil).

14.	FIXED ASSET INVESTMENTS

Group

Interest in

associate

£'000

COST

At 1 January 2024

1,153

Share of profit/(loss)

77

At 31 December 2024

1,230

NET BOOK VALUE

At 31 December 2024

1,230

At 31 December 2023

1,153

Interest in associate

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

Company

Shares in

group

Interest in

undertakings

associate

Totals

£'000

COST

At 1 January 2024

5,421

-

5,421

Additions

5

820

825

At 31 December 2024

5,426

820

6,246

NET BOOK VALUE

At 31 December 2024

5,426

820

6,246

At 31 December 2023

5,421

-

5,421

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

Company

Nature of Business

Class of Shares

Holding

Stephen Austin (Holdings) Limited

Intermediate holding company

A Ordinary

100%

Preference

100%

Stephen Austin & Sons Limited*

Confidential and general printers

Ordinary

100%

Preference

100%

Highland Media Group Limited

Holding company

Ordinary

51%

Eyre & Spottiswoode*

Dormant

Ordinary

100%

Highland News and Media Limited

Publishing of newspapers

Ordinary

51%

Stratford News and Media Limited

Dormant

Ordinary

51%

New Milton News and Media
Limited

Dormant

Ordinary

51%

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

Eyre & Spottiswoode Limited did not trade during the year.

The registered offices of the above companies are the following:

Company

Address

Stephen Austin (Holdings) Limited

Caxton Hill, Ware Road, Herftord, Hertfordshire, SG13 7LU

Stephen Austin & Sons Limited

Caxton Hill, Ware Road, Herftord, Hertfordshire, SG13 7LU

Highland Media Group Limited

74-76 South Street South Street, Elgin, Scotland, IV30 1JG

Eyre & Spottiswoode

Caxton Hill ,Ware Road, Hertford, Hertfordshire, SG13 7LU

Highland News and Media Limited

Chilworth Point, 1 Chilworth Road, Southampton, Hampshire, United
Kingdom, SO16 7JQ

Stratford News and Media Limited

Chilworth Point, 1 Chilworth Road, Southampton, Hampshire, United
Kingdom, SO16 7JQ

New Milton News and Media
Limited

Chilworth Point, 1 Chilworth Road, Southampton, Hampshire, United
Kingdom, SO16 7JQ

15.	INVESTMENT PROPERTY

Group

Total

£'000

FAIR VALUE

At 1 January 2024

and 31 December 2024

132

NET BOOK VALUE

At 31 December 2024

132

At 31 December 2023

132

Fair value at 31 December 2024 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:

2024

2023

£'000

Cost

96

16.

STOCKS

Group

2024

2023

£'000

Raw materials

343

533

Work-in-progress

569

1,025

912

1,558

A provision for impairment has been recognised during the year as a credit to the Income statement totalling £46k (2023: £25k).

17.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£'000

Trade debtors

2,773

5,419

32

84

Amounts owed by group undertakings

-

74

Amounts owed by associates

5

3

-

Other debtors

2,203

1,062

2,141

1,007

Corporation tax

-

526

-

Directors' loan accounts

3,797

3,072

3,797

3,072

VAT

23

88

-

Deferred tax

139

3

484

217

Prepayments and accrued income

946

290

6

1,521

9,886

10,463

6,534

5,975

18.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£'000

Bank loans and overdrafts (see note 20)

364

1,875

-

Hire purchase contracts (see note 21)

251

179

7

-

Payments on account

-

39

-

Trade creditors

1,388

1,123

29

54

Amounts owed to group undertakings

-

3,094

2,256

Amounts owed to associates

859

790

-

Corporation tax

345

155

273

78

Social security and other taxes

196

208

30

37

VAT

-

153

72

Other creditors

1,371

701

1,097

449

Directors' loan accounts

-

16

-

16

Accruals and deferred income

241

333

23

18

5,015

5,419

4,706

2,980

19.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

2024

2023

2024

2023

£'000

Bank loans (see note 20)

1,196

-

Other loans (see note 20)

2,722

2,727

-

Hire purchase contracts (see note 21)

784

-

56

-

Other creditors

47

-

4,749

2,727

56

-

20.

LOANS

An analysis of the maturity of loans is given below:

Group

2024

2023

£'000

Amounts falling due within one year or on

demand:

Bank loans

364

1,875

Amounts falling due between one and two

years:

Bank loans

350

-

Amounts falling due between two and five

years:

Bank loans

846

-

Other loans - 2-5 years

750

500

1,596

500

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Preference shares

222

227

Repayable by instalments

Other loans

1,750

2,000

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.

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

During the year the Group received a new loan for £1.75m which bears interest at 1.95% over the HSBC Bank Plc base rate. The loan is repayable over 5 years.

Details of shares shown as liabilities are as follows:

Allotted, issued and fully paid:

Number:

Class:

Nominal value:

2024
£'000

2023
£'000

319,200

Cumulative 8% preference
shares

£1

222

227

21.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Hire purchase contracts

2024

2023

£'000

Net obligations repayable:

Within one year

251

179

Between one and five years

784

-

1,035

179

Company

Hire purchase contracts

2024

2023

£'000

Net obligations repayable:

Within one year

7

-

Between one and five years

56

-

63

-

Group

Non-cancellable

operating leases

2024

2023

£'000

Within one year

153

163

Between one and five years

71

169

In more than five years

23

79

247

411

Company

Non-cancellable

operating leases

2024

2023

£'000

Within one year

48

54

Between one and five years

24

96

In more than five years

23

-

95

150

22.	SECURED DEBTS

2024

2023

£'000

Hire purchase contracts

1,035

179

Bank loan drawn in 2019

-

1,327

Bank loan drawn in 2020

-

524

Bank loan drawn in 2024

1,560

-

2,595

2,029

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

The bank loans are secured by a fixed and floating charge over the property and assets.

23.	PROVISIONS FOR LIABILITIES

Group

Deferred tax

£'000

Balance at 1 January 2024

(3

)

Charge to Income Statement during year

(169

)

Credit to comprehensive income

34

Balance at 31 December 2024

(139

)

Company

Deferred tax

£'000

Balance at 1 January 2024

(217

)

Credit to Income Statement during year

(267

)

Balance at 31 December 2024

(484

)

The deferred tax (asset)/liability comprised:

2024

2023

£'000

Deferred tax liability/(asset) on pension asset

15

(19

)

Deferred tax liability/(asset) on revaluation

9

Deferred tax liability on accelerated capital allowances

298

228

Deferred tax asset on losses carried forward

(461

)

(221

)

(139

)

(3

)

24.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number

Class:

Nominal

2024

2023

value:

£

6,446,607 (2023: 6,446,607)

Ordinary A

£0.0001

645

6,224,893 (2023: 6,224,893)

Ordinary B

£0.0001

622

1,810,600 (2023: 1,810,600)

Participating A

£0.0001

181

1,448

Ordinary A and Ordinary B Shares

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

Participating A shares

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

25.

RESERVES

Group

Retained

Share

Revaluation

earnings

premium

reserve

Totals

£'000

At 1 January 2024

16,058

2,277

27

18,362

Deficit for the year

(543

)

(543

)

Other recognised (losses)/profits

49

-

49

At 31 December 2024

15,564

2,277

27

17,868

Company

Retained

Share

earnings

premium

Totals

£'000

At 1 January 2024

8,451

2,277

10,728

Profit for the year

319

At 31 December 2024

8,770

2,277

11,047

Retained earnings are the accumulated profit and losses to date.

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

26.	NON-CONTROLLING INTERESTS

£'000

Brought forward at 1 January 2024

1,374

Share of current year profit after tax

72

Share of current year other comprehensive income

7

Dividend paid

(377

)

Reduction in NCI due to dividend on different share class

(95

)

Balance at 31 December 2024

981

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 £51k (2023: £38k) were paid during the year.

The last full actuarial valuation was carried out at 6 April 2024 and updated to 31 December 2024 by a qualified independent actuary on a FRS 102 basis.

The amounts recognised in the balance sheet are as follows:

Defined benefit
pension plans

2024

2023

£'000

Present value of defined benefit obligation

(3,026

)

(3,447

)

Fair value of scheme assets

3,084

3,370

58

(78

)

Present value of unfunded obligations

-

Surplus/(Deficit)

58

(78

)

Net asset/(liability)

58

(78

)

The amounts recognised in profit or loss are as follows:

Defined benefit

pension plans

2024

2023

£'000

Current service cost

-

Net interest from net defined benefit
asset/liability

2

-

Past service cost

-

2

-

Actual return on plan assets

(70

)

207

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

Defined benefit

pension plans

2024

2023

£'000

Opening defined benefit obligation

3,446

3,470

Interest cost

145

159

Actuarial losses/(gains)

(299

)

145

Benefits paid

(266

)

(328

)

3,026

3,446

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

Defined benefit

pension plans

2024

2023

£'000

Opening fair value of scheme assets

3,369

3,452

Contributions by employer

51

38

Expected return

143

159

Actuarial gains/(losses)

(213

)

48

Benefits paid

(266

)

(328

)

3,084

3,369

The amounts recognised in other comprehensive income are as follows:

Defined benefit

pension plans

2024

2023

£'000

Actuarial (losses)/gains

(87

)

97

(87

)

97

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

Defined benefit

pension plans

2024

2023

£'000

Corporate Bond Funds

1,325

1,410

Liability Driven Investment

361

506

Cash

14

16

Self-sufficiency Credit

475

525

Multi Asset Return

909

912

3,084

3,369

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

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

2024

2023

Discount rate

5.25%

4.35%

Inflation (revaluation in deferment)

2.65%

3.00%

Inflation (increases in payment)

2.60%

3.00%

Rate of increase in deferred pensions

2.00%

1.95%

Assumed cash withdrawal on retirement

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 2023, with a 1% per annum long term rate of improvement".

2024

2023

Years

Expected future lifetime for a member retiring at 65

Male

21.1

21.4

Female

23.6

23.8

Expected post-retirement lifetime for a member currently 45 retiring at 65

Male

22.1

22.3

Female

24.7

24.9

28.	RELATED PARTY DISCLOSURES

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

Stephen Austin & Sons Limited is a subsidiary of the group. At the year end S A Printing Group owed Stephen Austin & Sons £3,100k (2023: £2,256k).

During the year Stephen Austin & Sons Limited was charged £25k (2023: £300k) by S A Printing Group in respect of management charges.

Stephen Austin (Holdings) Limited is a subsidiary of S A Printing Group. At the year Stephen Austin (Holdings) Limited owed S A Printing Group £73.5k (2023: £73.5k).

During the year Stephen Austin (Holdings) Limited paid dividends of £1.2m (2023: £1.2m) to S A Printing Group.

P G Fowler was a director and shareholder, and R J Fowler a director, of Peter Press Limited. At the year-end £1,097k (2023: £449k) was due to Peter Press Limited. In addition, at the year end £2,500k (2023: £2,500k) was due in respect of loan notes due to Peter Press Limited. These are repayable in equal instalments between 30 September 2027 and 30 September 2036. Interest of £203k (2023: £192k) was paid to Peter Press Limited during the year in respect of these loan notes.

P G Fowler was a director of S A Printing Group Limited. At the year-end, P G Fowler owed S A Printing Group Limited £3.7m (2023: £3.0m). Interest of £74k (2023: 59k) was charged in respect of this loan. The largest amount owed to S A Printing Group Limited at any one point during the year was £3.7m (2023: £3.2m).

R J Fowler is a director of S A Printing Group Limited. At the year end, R J Fowler owed S A Printing Group Limited £1.8k (2023: was owed £16k from S A Printing Group Limited).

R J Fowler is a director and shareholder of Hertford Offset Holdings Limited. At the year end Hertford Offset Holdings owed S A Printing Group £590k (2023: £Nil). In addition, during the year Stephen Austin & Sons Limited raised management charges of £670k to Hertford Offset Holdings. At the year end £672K (2023: £Nil) was due to Stephen Austin & Sons Limited.

S A Printing Group is a shareholder of Highland Media Group Limited. At the year end £1.5k (2023: £Nil) was due to Stephen Austin (Holdings) Limited.

During the year Highland Media Group paid management charges of £24k (2023: £Nil) to S A Printing Group.

R J Fowler is a director and shareholder, and P G Fowler was a shareholder, of S A Ventures (Tutello) Limited. At the year-end £100k (2023: £Nil) was owed by S A Ventures (Tutello) Limited.

R J Fowler is a director and shareholder, and P G Fowler was a shareholder, of S A Ventures (College Online) Limited. At the year-end £200k (2023: £Nil) was owed by S A Ventures (College Online) Limited.

29.	ULTIMATE CONTROLLING PARTY

As at the year end the ultimate controlling party of the Group was P G Fowler.