AGA Print Limited (trading as Solopress)
Annual report and financial statements
Registered number 04717223
Year ended 31 December 2022
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Contents
Company information
1
Strategic report
2
Directors' report
3
Statement of directors' responsibilities in respect of the annual report and the financial statements
5
Independent auditor's report to the members of AGA Print Limited
6
Profit and Loss Account and Other Comprehensive Income
10
Balance Sheet
11
Statement of Changes in Equity
12
Notes
13
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Company information
Directors
S Cooper
L Cleere (Appointed 23 March 2023)
Company number
04717223
Registered office
9 Stock Road
Southend-on-Sea
Essex
SS2 5QF
Auditor
KPMG LLP
Fora
20 Station Road
Cambridge
CB1 2JD
Business address
9 Stock Road
Southend-on-Sea
Essex
SS2 5QF
Banker
National Westminster Bank Plc
Corporate Banking & Financial Markets
PO Box 138
4th Floor, High Street
Southend-on-Sea
Essex
SS1 1BS
1
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Strategic report
The directors present the strategic report for the year ended 31 December 2022
Fair review of the business
The principal activity of the company continued to be that of printing and design, trading under the name of Solopress.
During the year, the company has seen a significant increase in turnover which has largely been achieved through its marketing strategy as the effects of Covid-19 ease. The Directors believe that overall market prospects are good and the company will be able to continue to grow in the coming year.
Significant risks faced by the business
The key business risks and uncertainties affecting the company are considered to relate to competition from other design and print businesses and general price erosion in the market.
The directors effectively manage these risks by monitoring our competitors' actions and the prices charged within the market and respond accordingly.
Key performance indicators
The key performance indicators used to review and monitor the company are shown below: -
Year ended
31 Dec 2022
Year ended
31 Dec 2021
Sales
£32,008,660
£21,683,357
Gross profit
£10,478,057
£7,608,248
Gross profit margin
33%
35%
By order of the board
Simon Cooper
Managing Director
9th October 2023
2
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Directors' report
The directors present their annual report and financial statements for the year ended 31 December 2022
Directors
The directors who held office during the year were as follows:
S Cooper
D Müller
Resigned 23 March 2023
The directors who have been appointed since the year ended are as follows:
L Cleere
Appointed 23 March 2023
Results and dividends
The results for the year are set out on page 10.
Ordinary dividends were not paid (2021: £nil). The directors do not recommend payment of a final dividend.
Financial instruments
Treasury operations and financial instruments
The company operates a treasury function which is responsible for managing the liquidity and interest risk associated with the company's activities.
The company manages its cash and borrowing requirements in order to minimise interest expense, whilst ensuring it has enough liquid resources to meet the operating needs of the business.
The company is exposed to interest rate risk on bank loans.
In addition, the company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from operations. In accordance with the company's treasury policy, derivatives are not entered into for speculative purposes.
Liquidity risk
The company manages its cash and borrowing requirements in order to meet its day-to-day business and operating needs.
Interest rate risk
The company is exposed to fair value interest rates risk on its borrowing and continually manages this risk to reduce the company's exposure in this area.
Credit risk
Customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision for doubtful debts made where necessary.
Disclosure of information to auditor
The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditor is unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Other information
An indication of likely future developments in the business and particulars of significant events which have occurred since the end of the financial year have been included in the Strategic Report on page 2.
3
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Directors' report (continued)
Auditor
Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.
By order of the board
Simon Cooper
9 Stock Road
Managing Director
Southend-on-Sea
Essex
9th October 2023
09 October 2023
SS2 5QF
4
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Statement of directors' responsibilities in respect of the annual report, strategic report, the directors' report and the financial statements
The directors are responsible for preparing the Annual Report, Strategic Report, the Directors' Report 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 they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.
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 of the profit or loss of the Company 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 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;
assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
5
Independent auditor's report to the members of AGA Print Limited (trading as Solopress)
Opinion
We have audited the financial statements of AGA Print Limited (“the Company”) for the year ended 31 December 2022 which comprise the Profit and Loss Account and Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and related notes, including the accounting policies in note 1.
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its profit for the year then ended;
have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
6
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
Enquiring of directors and inspection of policy documentation as to the Company's high-level policies and procedures to prevent and detect fraud, including the Company's channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.
Reading Board minutes.
Considering remuneration incentive schemes and performance targets for management, and directors.
Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit targets we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because as revenue comprises of income relating to the express design and printing services for customers. Income is recognised when the item is dispatched from the warehouse and is delivered to customers within 24 hours. As such the risk that the revenues are recognised in the incorrect period is considered remote.
We did not identify any additional fraud risks.
In determining the audit procedures we took into account the results of our evaluation and testing of the design and implementation of some of the Company-wide fraud risk management controls
We also performed procedures including:
Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unusual accounts.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and others management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
7
Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, employment law and certain aspects of company legislation. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic report and directors' report
The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
we have not identified material misstatements in the strategic report and the directors' report;
in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required 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.
We have nothing to report in these respects.
8
Directors' responsibilities
As explained more fully in their statement set out on page 5, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
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 our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
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 auditor's 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.
Mark Prince (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
c/o Fora
20 Station Road
Cambridge
CB1 2JD
9th October 2023
09 October 2023
9
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Profit and Loss Account and Other Comprehensive Income
for the year ended 31 December 2022
Note
Year ended 31 Dec 2022
Year ended 31 Dec 2021
£
£
Turnover
3
32,008,660
21,683,357
Cost of sales
(21,530,603)
(14,075,109)
Gross profit
10,478,057
7,608,248
Administrative expenses
4
(9,469,535)
(7,642,885)
Other Operating Income
663
329,778
Operating profit
1,009,185
295,141
Interest receivable and similar income
7
2,002
65
Interest payable and similar expenses
8
(151,721)
(35,016)
Profit before taxation
859,466
260,190
Taxation
9
(256,978)
(272,298)
Profit / (loss) after tax
602,488
(12,108)
Total comprehensive income / (expense) for the financial year
602,488
(12,108)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The accompanying notes form part of the financial statements.
10
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Balance Sheet
at 31 December 2022
Note
31 Dec 2022
31 Dec 2021
£
£
£
£
Fixed assets
Tangible assets
10
5,697,653
1,287,487
Intangible Assets
167,344
56,517
5,864,997
1,344,004
Current assets
Stocks
11
1,459,639
993,308
Debtors
12
13,455,205
5,245,765
Cash at bank and in hand
1,232,058
1,480,856
16,146,902
7,719,929
Creditors: amounts falling due within one year
13
(14,515,090)
(4,452,618)
Net current assets
1,631,812
3,267,311
Total assets less current liabilities
7,496,809
4,611,315
Creditors: Amounts falling due after more
than one year
14
(3,596,437)
(1,666,662)
Provisions for liabilities
15
(612,171)
(258,940)
Net Assets
3,288,201
2,685,713
Capital and reserves
Called up share capital
17
6
6
Profit and Loss account
3,288,195
2,685,707
Shareholders' funds
3,288,201
2,685,713
These financial statements, along with the accompanying notes which make up the financial statements, were approved by the board of directors on
9th October 2023
09 October 2023
and were signed on its behalf by:
Liam Cleere
Finance Director
Company registered number: 04717223
11
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Statement of Changes in Equity
Called up
Profit and
Total equity
share capital
loss account
£
£
£
Balance at 1 January 2021
6
2,697,815
2,697,821
Total comprehensive (expense) for the year
Profit or loss
-
(12,108)
(12,108)
Total comprehensive (expense) for the year
-
(12,108)
(12,108)
Balance at 31 December 2021
6
2,685,707
2,685,713
Balance at 1 January 2022
6
2,685,707
2,685,713
Total comprehensive income for the year
Profit or loss
-
602,488
602,488
Total comprehensive income for the year
-
602,488
602,488
Balance at 31 December 2022
6
3,288,195
3,288,201
The accompanying notes form part of the financial statements.
12
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes
(forming part of the financial statements)
1
Accounting Policies
AGA Print Limited (the “Company”) is a private company incorporated, domiciled and registered in England in the UK. The registered number is 04717223 and the registered address is 9 Stock Road, Southend-on-Sea, Essex SS2 5QF.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position' – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows' – Presentation of a statement of cash flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures' – Disclosure of related party transactions;
Section 33.6 ‘Key Management Personnel' – Key management personnel compensation.
These financial statements present information about the Company as an individual undertaking and not about its group. The company's ultimate parent undertaking, Online Printers Holdings GmbH, a company incorporated in Germany, includes the company in its consolidated financial statements. Copies of its group financial statements are available from Online Printers Holdings GmbH, Rudolf-Diesel-Str. 10, 91413 Neustadt a. d.
1.1
Going concern
At time of approving the financial statements the directors have a reasonable expectation that the company has adequate resources to continue in operation for at least 12 months from the date of approval of these financial statements (the “going concern assessment period”). Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The company is part of the UK group headed by OP UK Bidco Limited (the “UK group”), and ultimately owned by OP Holdco GmbH. The principal activity of the company, supported by rest of the UK group, is printing and design. In addition, going forward the assets of other entities within the UK group, Solopress Limited and AC Priest Limited, will be transferred into AGA Print Limited. The company's cash flows are therefore interdependent with the cash flows of the rest of the UK group.
The directors have prepared cash flow forecasts for the UK group for the going concern assessment period. These forecasts include a base case and a severe plausible downside scenario, which both show the UK group having adequate cash resources to continue trading.
As at 31 December 2022, the UK group has a loan with OP Holdco GmbH of £1,004k, that is not contractually due until 2027, although the terms allow for early repayment upon the request of either party, with the agreement of the other party. This going concern assessment is based on the ultimate parent company not requesting repayment of the amounts currently owed to it by the UK group.
OP Holdco GmbH has indicated in writing that it does not intend to seek repayment of these amounts currently due from the UK group during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
13
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
1
Accounting policies (continued)
1.1
Going concern (continued)
Further, the group headed by OP Holdco GmbH (the “whole group”) is funded by a loan (including amounts lent directly to the UK group) that has certain financial covenants based on the whole group performance. Forecasts for the whole group, showing a base case and severe but plausible downside scenario, have been prepared that show, in both cases, the covenants having sufficient headroom.
Consequently, the Directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.3
Expenses
Operating lease
Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.
Finance lease
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the rate implicit in the lease. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.
Interest receivable and Interest payable
Interest payable and similar expenses include interest payable, finance expenses on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account. Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the entity's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.
14
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
1
Accounting policies (continued)
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is charged to the profit and loss account and is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
- 10% straight line
Fixtures, fittings and equipment
- 25% to 33% straight line
Property improvements
- 15% straight line
Motor vehicles
- 25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the profit and loss account.
Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on current market rate and comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
15
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
1
Accounting policies (continued)
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' and Section 12 ‘Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 a 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 or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
16
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
2
Accounting policies (continued)
1.8
Financial instruments (continued)
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
2.1
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2.2
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision in measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
17
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
1
Accounting policies (continued)
2.3
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2.4
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2.5
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.
3
Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
4
Turnover and other revenue
An analysis of the company's turnover is as follows:
Year ended 31 Dec 2022
Year ended 31 Dec 2021
£
£
Sale of goods
32,008,660
21,683,357
All revenue is generated in the United Kingdom.
5
Expenses and auditor's remuneration
Included in profit/loss are the following:
Year ended 31 Dec 2022
Year ended 31 Dec 2021
£
£
Depreciation of tangible fixed assets
667,343
176,273
Cost of stocks recognised as an expense
10,158,308
6,027,155
Auditor's remuneration:
62,135
Audit of these financial statements
68,000
18
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
6
Staff numbers and costs
The average monthly number of persons employed by the company (including directors) during the year, analysed by category, was as follows:
Year ended 31 Dec 2022
Year ended 31 Dec 2021
Number of employees
Number of employees
Production
153
110
Sales
21
20
Administration
24
33
198
163
The aggregate payroll costs of these persons were as follows:
£
£
Wages and salaries
6,113,671
4,454,377
Social security costs
600,733
443,295
Pension costs
157,769
90,637
Other benefits
1,550
2,045
6,873,723
4,990,354
7
Directors' remuneration
Year ended 31 Dec 2022
Year ended 31 Dec 2021
£
£
Directors' remuneration
161,795
122,991
The Directors are remunerated and paid by the ultimate UK parent company; OP UK Bidco Limited. Their Remuneration has been allocated on a percentage basis, based on the level of services provided to each group company.
8
Interest receivable and similar income
Year ended 31 Dec 2022
Year ended 31 Dec 2021
£
£
Other interest
2,002
65
9
Interest payable and similar expenses
Year ended 31 Dec 2022
Year ended 31 Dec 2021
Interest on financial liabilities measured at amortised cost:
£
£
On bank loans
75,887
-
On finance leases and hire purchase contracts
75,834
35,016
Total finance costs
151,721
35,016
19
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
10
Taxation
Total tax expense recognised in the profit and loss account, other comprehensive income and equity
Year ended
Year ended 31 Dec 2021
31 Dec 2022
£
£
Current tax
Current tax on income for the period
-
-
Prior period adjustments
(96,253)
2,545
Total current tax
(96,253)
2,545
Deferred tax (see note 16)
Origination and reversal of timing differences
353,231
269,753
Total deferred tax
353,231
269,753
_______
_______
Total tax
256,978
272,298
Reconciliation of effective tax rate
Year ended
Year ended
31 Dec 2022
31 Dec 2021
£
£
Profit / (loss) for the year
602,488
(12,108)
Total tax expense
256,978
272,298
Profit excluding taxation
859,466
260,190
Tax using the UK corporation tax rate of 19% (2021: 19%)
163,299
49,436
Depreciation in excess of capital allowances
126,888
33,674
Disallowable expenses
3,508
9
Other allowances
(506)
(12)
Reversal of time differences on deferred tax
353,231
269,753
Prior period withholding tax adjustment
-
230,380
Capital items expensed
(1,250,093)
(310,942)
Non-deductible
860,651
-
Total tax expense included in profit or loss
256,978
272,298
20
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
11
Tangible fixed assets
Fixtures
Plant and Machinery
Fittings &
Property
Vehicles
equipment
Total
£
£
£
£
£
Cost
At beginning of year
1,047,536
1,487,306
22,704
29,890
2,587,436
Additions
4,372,595
472,804
201,720
30,390
5,077,509
At end of year
5,420,131
1,960,110
224,424
60,280
7,664,945
Depreciation and impairment
At beginning of year
280,906
1,016,386
2,032
625
1,299,949
Depreciation charge for the year
339,775
263,694
48,876
14,998
667,343
At end of year
620,681
1,280,080
50,908
15,623
1,967,292
Net book value
At 31 December 2022
4,799,450
680,030
173,516
44,657
5,697,653
At 31 December 2021
766,630
470,920
20,672
29,265
1,287,487
12
Stocks
31 Dec 2022
31 Dec 2021
£
£
Raw materials in stock
1,459,639
993,308
21
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
13
Debtors
31 Dec 2021
31 Dec 2022
£
£
283,385
Trade debtors
393,810
10,821
Other debtors
17,896
Corporation Tax
204,089
Amounts due from group undertakings
12,247,643
-
Prepayments and accrued income
795,856
386,522
884,817
13,455,205
31 Dec 2022 31 Dec 2021
Debtors due in over 1 year
£
£
Amounts due from group undertakings
4,360,948
-
. .
13,455,205
5,245,765
In the 2021 comparatives, amounts due from group undertakings and amounts due to group undertakings were offset and presented as a net debtor of £4,360,948. In the current year, the presentation of the equivalent balances has been on a gross basis as the amounts are with different legal entities and there is no right of offset and hence shown in both the debtors and creditors note. Furthermore, in the 2021 comparatives, the (net) amounts due from group undertakings had been classified as due after more than one year on the basis that this is when the amounts were expected to be received. In 2022 these have been shown as due within one year as they are repayable on demand as there is no formal repayment date. The presentation used in the prior year has not been adjusted as it is not considered material. The breakdown of the 2021 balances can be seen in the comparatives added in the related parties note (note 18).
14
Creditors: amounts falling due within one year
31 Dec 2022
£
31 Dec 2021
£
500,005
Bank loans
500,005
Trade Creditors
3,871,441
2,778,157
Amounts due to group undertakings
8,380,640
561,625
Taxation and social security
574,780
673,014
15,757
Other creditors
515,210
597,074
Accruals and deferred income
4,452,618
14,515,090
22
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
14
Creditors: amounts falling after more than one year
31 Dec 2022
31 Dec 2021
£
£
Bank loans
1,166,662
1,666,662
-
2,429,775
Obligations under finance leases
1,666,662
3,596,437
Term and debt repayment schedule
Nominal interest rate
Year of Maturity
Principle repayment schedule
31 Dec 2022 £
31 Dec 2021 £
Group
Currency
1,666,662
GBP
Bank Loan
Monthly - Over term
Base + 2.33%
2,166,667
2026
15
Provisions
31 Dec 2022
31 Dec 2021
£
£
Deferred tax (liabilities)
(612,171)
(258,940)
(612,171)
(258,940)
16
Deferred tax assets and liabilities
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
31 Dec 2022
£
Accelerated capital allowances
Movement in the year:
Asset at beginning of year
Credit to profit and loss
Asset at end of year
612,171
£
258,940
353,231
612,171
The deferred tax liability set out above is expected to reverse within and relates to accelerated capital allowances that are expected to mature within the same period.
23
Edit me.
AGA Print Limited (trading as Solopress)
Annual report and financial statements
Year ended 31 December 2022
Notes (continued)
17
Capital and reserves
Share capital
31 Dec 2022
31 Dec 2021
£
£
Issued and fully paid
3 ordinary A shares of £1 each
3
3
3 ordinary B shares of £1 each
3
3
6
6
The company has Class A ordinary shares in issue which carry one vote and no right to fixed income.
The company has Class B ordinary shares in issue which carry one vote and no right to fixed income.
18
Related party transactions
The company has taken advantage of the exemption available in accordance with FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the Group.
Related party balances:
31 Dec 2022
31 Dec 2021
£
£
Debtor – OPUK Bidco Ltd
9,155,682
6,733,268
Debtor – Solopress Ltd
1,466,510
1,807,810
Debtor – ASAP Print Ltd
1,625,450
1,625,450
Creditor - AC Priest Ltd
(8,380,640)
(5,805,580)
19
Controlling party
The immediate parent company is ASAP Print Limited which is owned by OP UK Bidco Ltd, both of which are companies registered in England and Wales. OP UK Bidco Limited is owned and controlled by Online Printers Holdings GmbH. Copies of the consolidated financial statements of Online Printers Holdings GmbH are available from Onlineprinters GmbH Rudolf-Diesel-Str. 10, 91413 Neustadt a. d. Aisch, Germany.
20
Subsequent events
There were no recognised subsequent events, whether adjusting or non-adjusting, that occurred from year end until the date of these financial statements.
21
Contingent Liabilities
The company has given a limited cross guarantee to Natwest on the bank indebtedness of AC Priest Ltd. At 31 December 2022 the total borrowings outstanding under this guarantee were £1,517,880 (2021:£2,009,298).
No provision has been made in these accounts as no liability is expected to arise.
25
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