Directors Report and Financial Statements

Transcription

1 CFH Total Document Management Ltd Directors Report and Financial Statements Year Ended 31 March 2013 Registered number: (England and Wales)

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3 CFH Total Document Management Ltd Report and Financial Statements 31 March 2013 Table of contents: Directors report 3 Directors responsibilities statement 6 Independent auditors report 7 Consolidated profit and loss account 9 Consolidated statement of total recognised gains 10 and losses Consolidated balance sheet 11 Company balance sheet 12 Consolidated cash flow statement 13 14

4 Financial Statements Year ended 31 March 2013

5 Directors and officers Directors D V Broadway G T Broadway K Broadway J L Helps C Clarke P Clarke S Cray A M Harwood J Marsh W McFedries J R Broadway (appointed 1 September 2012) Company secretary D V Broadway Auditors Bishop Fleming Chartered Accountants & Statutory Auditors Minerva House Lower Bristol Road Bath BA2 9ER Bankers Clydesdale Bank 12th Floor Temple Point 1 Temple Row Birmingham West Midlands B2 5YB Solicitors Thrings LLP 2 Queen Square Bath BA1 2HQ Registered office St. Peter s Park Wells Road Radstock Bath BA3 3UP Company number (England and Wales) 2

6 Directors report The directors present their report and the financial statements for the year ended 31 March Principal Activities The principal activity of the company in the year under review was that of the provision of Hybrid Mail, I.T., Print and Postal services. Business Review Profit and loss The directors are pleased to report a consolidated profit of 451,000 for the year ended 31 March 2013 ( ,000). This follows the successful acquisition of the entire share capital of Print for Business Ltd in October The acquisition has allowed the turnover to improve by 8% to 27m. Other products continue to grow, in particular Docmail has seen a further 23% growth. The directors anticipate another strong year for the year ended 31 March This year will see a full year of consolidated results and a major new contract which was won early in the year. Balance sheet The Groups net assets have been maintained at over 2m and net current assets have improved by 126,000 to 146,000. Significant changes in the year include: The inclusion of the year end balances for Print for Business Ltd. The addition of a loan from Clydesdale of 1.875m to secure the purchase of Print for Business Ltd. A movement of 318,000 on the defined benefit pension scheme liability from a 1.144m deficit to a 1.462m deficit. This follows changes in actuarial assumptions. Financial Risk Management The Group s operations are financed by a mixture of short and long term borrowing, designed to ensure appropriate liquidity and cash flow at appropriate expense. The Group occasionally trades in foreign currencies and uses foreign exchange contracts to mitigate exchange risk if considered necessary. The company mitigates credit risk associated with its customers by carrying out credit verification procedures and by keeping trading balances under constant review. 3

7 Key Performance Indicators ( KPIs ) The company uses a number of KPIs to monitor its performance: Value added/gross margin - this has improved by 845,000 this year (6.2%). Net profit has fallen by 136,000 - this is partly down to additional costs incurred as a result of the acquisition. Cashflow 221,000 inflow. Net assets (excluding pension deficit) improvement of 243,000 (7%) to 3,709,000. Net debt has increased from 2.5m to 4.2m following the acquisition of Print for Business Ltd. Results The profit for the year, after taxation, amounted to 451,000 (2012: 587,000). Directors The directors who served during the year were: D V Broadway, G T Broadway, K Broadway, J L Helps, C Clarke, P Clarke, S Cray, A M Harwood, J Marsh, W McFedries, J R Broadway (appointed 1 September 2012). During the year the company purchased and maintained Directors and Officers Liability Insurance as permitted by the Companies Act Political and Charitable Contributions Charitable donations made by the group during the year amounted to 19,594 ( ,568). No political donations were made during the current or prior year. Principal Risks and Uncertainties The management of the business and the execution of the group s strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to competition from both national and independent printers and postal service providers and key employee retention. These are monitored proactively by the directors on an ongoing basis. Employees Employee Involvement During the year the policy of providing employees with information about the group has been continued. Employees are encouraged to present their suggestions and views on the group s performance. 4

8 Disabled Employees The group gives every consideration to applications for employment from disabled persons where the requirements of the job may be adequately covered by a handicapped or disabled person. With regard to existing disabled employees and those who have become disabled during the year, the group has continued to examine ways and means of providing continuing employment under normal terms and conditions and to provide training, career development and promotion wherever appropriate. Disclosure of Information to Auditors Each of the persons who are directors at the time when this Directors report is approved has confirmed that: so far as that director is aware, there is no relevant audit information of which the company and the group s auditors are unaware, and that director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group s auditors are aware of that information. Auditors The auditors, Bishop Fleming, will be proposed for reappointment in accordance with section 485 of the Companies Act This report was approved by the board and signed on its behalf: D V Broadway Director Date: 8 August 2013 St. Peter s Park Wells Road Radstock BA3 3UP 5

9 Directors Responsibilities Statement for Year Ended 31 March 2013 The directors are responsible for preparing 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 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 judgments 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 group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company s transactions and disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the financial statements comply with the Companies Act 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. 6

10 Independent Auditors Report to the Shareholders of CFH Total Document Management Limited We have audited the financial statements of CFH Total Document Management Limited for the year ended 31 March 2013, set out on pages 7 to 39. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 Our audit work has been undertaken so that we might state to the company s members those matters we are required to state to them in an Auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the Directors responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group s and the parent company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non financial information in the Directors report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the group s and the parent company s affairs as at 31 March 2013 and of the group s profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act

11 Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Directors report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception 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. Andrew Sandiford BCom FCA (Senior Statutory Auditor) for and on behalf of Bishop Fleming Chartered Accountants Statutory Auditors Minerva House Lower Bristol Road Bath BA2 9ER Date: 8 August

12 Consolidated profit and loss account 31 March March 2012 Notes Turnover 1,2 Continuing operations 24,370 25,186 Acquisitions 2, ,134 25,186 Cost of sales 3 (12,587) (11,484) Gross profit 14,547 13,702 Administrative expenses 3 (14,094) (12,894) Operating profit 4 Continuing operations Acquisitions Interest receivable and similar income 3 - Interest payable and similar charges 7 (134) (149) Other finance costs 8 (110) (77) Profit on ordinary activities before taxation Tax on profit on ordinary activities Profit for the financial year NOTES ON PAGES 14 TO 39 FORM PART OF THESE FINANCIAL STATEMENTS 9

13 Consolidated statement of total recognised gains and losses 31 March March 2012 Notes Profit for the financial year Actuarial (deficit)/gain related to pension scheme 26 (602) (1,219) Deferred tax attributable to actuarial (deficit)/gain Total recognised gains and losses relating to the year (75) (387) Note of consolidated historical cost profits and losses 31 March March 2012 Notes Reported profit on ordinary activities before taxation Difference between a historical cost depreciation charge and the actual depreciation charge for the year calculated on the revalued amount Historical cost profit on ordinary activities before taxation Historical profit for the year after taxation NOTES ON PAGES 14 TO 39 FORM PART OF THESE FINANCIAL STATEMENTS 10

14 Consolidated balance sheet 31 March March 2012 Notes Fixed assets Intangible assets 10 3,073 1,429 Tangible assets 11 4,008 4, ,081 5,620 Current assets Stocks Debtors 14 6,317 4,316 Investments Cash at bank ,084 5,452 Creditors: amounts falling due within one year 16 (7,938) (5,432) Net current assets Total assets less current liabilities 7,227 5,640 Creditors: amounts falling due after more than one year 17 (3,497) (2,056) Provisions for liabilities Deferred tax 18 (21) (118) Net assets excluding pension scheme liabilities 3,709 3,466 Defined benefit pension scheme liability 26 (1,462) (1,144) Net assets including pension scheme liabilities 2,247 2,322 Capital and reserves Called up share capital Share premium account Revaluation reserve Capital redemption reserve Other reserves 20 (231) (231) Profit and loss account Shareholders' funds 21 2,247 2,322 The financial statements were approved and authorised for issue by the Board on 8 August 2013 and signed on its behalf by: J L Helps Director D V Broadway Director NOTES ON PAGES 14 TO 39 FORM PART OF THESE FINANCIAL STATEMENTS 11

15 Company balance sheet 31 March March 2012 Notes Fixed assets Intangible assets 10 1,563 1,429 Tangible assets 11 3,772 4,191 Investments 12 2, ,361 5,811 Current assets Stocks Debtors 14 5,604 4,316 Investments Cash at bank ,225 5,452 Creditors: amounts falling due within one year 16 (7,270) (5,432) Net current assets (45) Total assets less current liabilities 7,316 5,831 Creditors: amounts falling due after more than one year 17 (3,686) (2,247) Provisions for liabilities Deferred tax 18 (17) (118) Net assets excluding pension scheme liabilities 3,613 3,466 Defined benefit pension scheme liability 26 (1,462) (1,144) Net assets including pension scheme liabilities 2,151 2,322 Capital and reserves Called up share capital Share premium account Revaluation reserve Capital redemption reserve Other reserves 20 (231) (231) Profit and loss account Shareholders' funds 21 2,151 2,322 The financial statements were approved and authorised for issue by the Board on 8 August 2013 and signed on its behalf by: J L Helps Director D V Broadway Director NOTES ON PAGES 14 TO 39 FORM PART OF THESE FINANCIAL STATEMENTS 12

16 Consolidated cash flow statement 31 March March 2012 Notes Net cash flow from operating activities ,754 Returns on investments and servicing of finance 24 (131) (149) Taxation (50) - Capital expenditure and financial investment 24 (728) (627) Acquisitions and disposals 24 (1,509) Cash (outflow)/inflow before financing (1,486) 978 Financing 24 1,707 (606) Increase in cash in the year === === Reconciliation of net cash flow to movement in net funds/debt 31 March March 2012 Notes Increase in cash in the year Cash (inflow)/outflow from (increase)/decrease in debt (1,707) 565 and lease financing Change in net debt resulting from cash flows (1,486) 937 New finance lease (81) (162) Other non cash changes (149) Movement in net debt in the year (1,716) 775 Net debt at 1 April 2012 (2,524) (3,299) Net debt at 31 March 2013 (4,240) (2,524) === === NOTES ON PAGES 14 TO 39 FORM PART OF THESE FINANCIAL STATEMENTS 13

17 1. Accounting Policies 1.1 Basis of preparation of financial statements The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets and in accordance with applicable accounting standards. 1.2 Basis of consolidation The Group accounts consolidate the accounts of CFH Total Document Management Ltd and all its subsidiaries made up to 31 March No profit and loss account is presented for CFH Total Document Management Ltd as permitted by section 408 of the Companies Act The results of subsidiaries acquired or disposed of during the year are included from, or up to, the effective date of acquisition or disposal. 1.3 Turnover Turnover represents the value of goods sold and services provided, including postage, stated net of value added tax, wholly within the United Kingdom. The whole of the group s turnover and operating profit are derived from the one activity of printing including related products and services. 1.4 Intangible fixed assets and amortisation Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the profit and loss account over its estimated economic life. 1.5 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following bases: l Freehold property Straight line over 50 years l Plant and machinery years straight line l Fixtures and fittings years straight line The group has adopted a policy of revaluing its freehold land and property. 1.6 Fixed asset investments Fixed asset investments are stated at cost less provision for permanent diminution in value. Cost is purchase price including acquisition expenses, but excluding any payment for accrued interest or fixed dividend entitlement. 1.7 Current asset investments Current asset investments were transferred at their carrying value from tangible fixed assets during the year. 14

18 1. Accounting Policies (continued) 1.8 Leasing and hire purchase Assets obtained under hire purchase and finance lease agreements are capitalised in the balance sheet and are depreciated over their useful lives. Interest on hire purchase and finance lease agreements for certain items of plant and machinery is charged to profit and loss over the year of the agreement and represents a constant proportion of the balance of capital repayments outstanding. 1.9 Operating leases Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term Stocks Stocks and work in progress are valued at the lower of cost and anticipated net realisable value. Cost is determined on a first in, first out basis. The cost of work in progress and finished goods comprises materials, direct labour and attributable production overheads. Net realisable value is based on the estimated sales price less any further costs expected to be incurred to completion and disposal Deferred taxation Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets in the financial statements. A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are not discounted 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 Research and development The company has adopted a policy of capitalising research and development. Costs classified as development are capitalised in the balance sheet as intangible assets and amortised on a straight line basis over 5 years. 15

19 1. Accounting Policies (continued) 1.14 Pensions The group and company operates two pension schemes, one that operates on a defined contribution basis and one on a defined benefit basis. For the schemes that operate on a defined contributions basis, contributions are charged to the profit and loss account as they become payable in accordance with the rules of the schemes. For the scheme that operates on a defined benefit basis, contributions are based on periodic actuarial calculations. The charge to the profit and loss account reflects the expected return on the scheme assets together with the interest on the scheme liabilities. The group has accounted for pension costs in accordance with Financial Reporting Standard 17 Retirement Benefits. FRS17 requires that settlement gains are recognised when all parties whose consent is required are irrevocably committed to the transaction and the gain should be recognised in the profit and loss account covering that date. The company operates a defined benefits pension scheme and the pension charge is based on a full actuarial valuation dated 5 April Share based payments The group operates a number of equity settled, share based payment compensation plans. The fair value of services received in exchange for the grant is calculated using the Black Scholes model and is expensed over a service period, determined by the award. The group, at each balance sheet date, estimates the number of awards that are expected to vest and adjusts the expense appropriately. 2. Turnover All turnover arose within the United Kingdom. The whole of the turnover and operating profit from continuing activities is attributable to the principal activity of the group. During the year the group acquired Print For Business Limited. Its operations, turnover and operating profit, are treated as acquisitions in the current year. See note 22 for further details. 16

20 3. Analysis of operating profit 2013 continuing 2012 continuing 000 Turnover 27,134 25,186 Cost of sales (12,587) (11,484) Gross profit 14,547 13,702 Administrative expenses (14,094) (12,894) === === The following continuing amounts were in relation to acquisitions during the year: 31 March 2013 Turnover 2,764 Cost of sales (1,894) Gross profit 870 Administrative expenses (708) === 4. Operating profit The operating profit is stated after charging: 31 March March Amortisation of goodwill Depreciation of tangible fixed assets: - owned by the group held under finance leases Auditors remuneration Auditors remuneration - non-audit 6 3 Operating lease rentals: - plant and machinery 837 1,258 - other operating leases Exceptional items - redundancy costs - 75 Loss on the disposal of tangible fixed assets 3 - Amortisation of Development costs === ===

21 4. Operating profit (continued) Included within auditors remuneration is 15,500 (2012: 14,500) relating to the company. Included within non audit auditors remuneration is tax compliance fees of 3,000 (2012: 3,000) relating to the company and 2,000 (2012: nil) relating to trading subsidiaries and fee for other services of 650. The total fee for these other services was 6,500 of which 5,850 is included within prepayments. 5. Staff costs Staff costs, including directors remuneration, were as follows: 31 March March Wages and salaries 6,850 6,337 Social security costs Other pension costs (Note 26) ,791 7,237 === === The average monthly number of employees, including the directors, during the year was as follows: 31 March March 2012 Manufacturing IT Engineering and R&D Office and management === === Staff costs above include redundancy costs of nil (2012: 75,000), shown as an exceptional item in note 4, and after capitalising research and development costs of 587,000 (2012: 375,000). Pension costs relate to the defined contribution scheme. For details of the defined benefit scheme see note 26. This scheme was closed by the company on 5 April Triennial valuations continue to be performed by the qualified actuary. The last formal actuarial valuation was carried out as at 5 April The market value of the scheme assets at 5 April 2010 was 4,141,000 and the assets as a percentage of accrued benefits were estimated to be 74%. No. No. 18

22 6. Directors remuneration 31 March March Remuneration Company pension contributions to defined contribution pension schemes === === === === During the year retirement benefits were accruing to 9 directors (2012: 8) in respect of defined contribution pension schemes. The highest paid director received remuneration of 97,000 (2012: 107,000). The value of the company s contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to 3,000 (2012: 2,000). 7. Interest payable 31 March March 2012 On bank loans and overdrafts On finance leases and hire purchase contracts Other interest payable Other finance costs 31 March March 2012 Expected return on pension scheme assets Interest on pension scheme liabilities (247) (256) (110) (77) 19

23 9. Taxation 31 March March 2012 Analysis of tax (credit)/charge in the year Current tax: (see note below) UK corporation tax (credit)/charge on profit for the year (92) 28 Adjustments in respect of prior periods (36) Total current tax (128) Deferred tax: (see note 18) Origination and reversal of timing differences (111) (33) Tax on profit on ordinary activities (239) (5) Factors affecting tax charge for the year The tax assessed for the year is lower than (2012: lower than) the standard rate of corporation tax in the UK of 24% (2012: 24%). The differences are explained below: 31 March March 2012 Profit on ordinary activities before tax == Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24% (2012: 24%) Effects of: Non-tax deductible amortisation Expenses not deductible for tax purposes, other than goodwill (183) (36) amortisation and impairment Difference between capital allowances for year and depreciation 31 2 Adjustments to tax charge in respect of prior periods (36) (6) Other timing differences leading to an increase/(decrease) in (13) 1 taxation Adjustment in research and development tax credit leading to an (61) (98) increase (decrease) in the tax charge Chargeable gains Current tax (credit)/charge for the year (see note above) (128) 28 === === Factors that may affect future tax charges The main corporation tax rate has been reduced to 23%, effective from 1 April Further deductions are expected to be enacted in future years; it is proposed to reduce the rate to 22% by 1 April

24 10. Intangible fixed assets Group Development costs Goodwill Total Cost: At 1 April , ,267 Additions 587 1,576 2, At 31 March ,654 1,776 4, Amortisation: At 1 April Charge for the year At 31 March , , Net book value: At 31 March ,420 1,653 3,073 === === === At 31 March , ,429 === === === On 31 October 2012 the group and company acquired 100% of the Ordinary share capital of Print For Business Limited for consideration of 1,834,000. Goodwill of 1,576,000 arose on this acquisition. See note 22 for further details. Company Development Goodwill Total costs Cost: At 1 April , ,267 Additions At 31 March , , Amortisation: At 1 April Charge for the year At 31 March , , Net book value: At 31 March , ,563 === === === At 31 March , ,429 === === === 21

25 11. Tangible fixed assets Group Freehold property Plant and machinery Fixtures and fittings Totals Cost or valuation: At 1 April ,341 5,770 1,784 9,895 Additions Disposals - (2) (142) (144) On acquisition of subsidiaries Transfer to current assets (215) - - (215) At 31 March ,126 6,131 1,945 10, Depreciation: At 1 April ,219 1,449 5,704 Charge for the year On disposals - (2) (33) (35) At 31 March ,497 1,613 6, Net book value: At 31 March ,042 1, ,008 At 31 March ,305 1, ,191 The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows: Group 31 March March 2012 Plant and machinery 1,356 1,551 Fixtures and fittings ,364 1,551 If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows: Group 31 March March 2012 Cost 2,115 2,115 Accumulated depreciation (499) (457) Net book value 1,616 1,658 22

26 11. Tangible fixed assets (continued) Company Freehold property Plant and machinery Fixtures and fittings Totals Cost or valuation: At 1 April ,341 5,770 1,784 9,895 Additions Disposals - (2) (39) (41) Transfer to current assets (215) - - (215) At 31 March ,126 5,939 1,855 9, Depreciation: At 1 April ,219 1,449 5,704 Charge for the year On disposals - (2) (18) (20) At 31 March ,460 1,604 6, Net book value: At 31 March ,042 1, ,772 At 31 March ,305 1, ,191 The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows: Company 31 March March 2012 Plant and machinery 1,338 1,551 Cost or valuation at 31 March 2013 is as follows: Company Land and buildings At cost 1,900 At Valuation: 17 March on Existing Use basis ,126 ==== 23

27 11. Tangible fixed assets (continued) On 17 March 2011 the property held by the company was revalued on the basis of Existing Use Value at 2,165,000. The valuation was performed by Carter Jonas, an external, independent, Chartered Surveyor. The directors are not aware of any material changes to the valuation. If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows: Company 31 March March 2012 Cost 2,115 2,115 Accumulated depreciation (499) (457) Net book value 1,616 1, Fixed asset investments Company Investments in subsidiary companies Cost or valuation: At 1 April Additions (note 21) 1, At 31 March , Net book value: At 31 March ,026 === At 31 March === Details of the principal subsidiaries can be found under note number

28 13. Stocks Group Company Raw materials Work-in-progress Finished goods and goods for resale Debtors Group Company Trade debtors 4,811 3,350 3,962 3,350 Amounts owed by group undertakings Other debtors Prepayments and accrued income 1, , Tax recoverable ,317 4,316 5,604 4, Current asset investments Group Company Land held for resale It is the intention of the group to dispose of an element of its land during the coming year and as a result management have elected to transfer the carrying value of this asset from fixed to current assets. 25

29 16. Creditors: amounts falling due within one year Group Company Bank loans and overdrafts Other loans 1, , Net obligations under finance leases and hire purchase contracts Trade creditors 3,102 2,291 2,639 2,291 Amounts owed to group undertakings Corporation tax Other taxation and social security Accruals and deferred income 1,736 1,210 1,551 1, ,938 5,432 7,270 5,432 On 27 June 2012, the company paid off the loan with National Westminster Bank plc and took out a new loan for 1,400,000 with Clydesdale Bank plc which is secured by a legal mortgage over the company s freehold property. During the year the group and company drew down on a new loan facility, further details of which are provided in note 17. Other loans are comprised entirely of the Clydesdale invoice discounting facility which is secured against trade debtors. Hire purchase creditors are secured against assets as detailed in note Creditors: amounts falling due after more than one year Group Company Bank loans 2,594 1,285 2,594 1,285 Net obligations under finance leases and hire purchase contracts Amounts owed to group undertakings Other creditors ,497 2,056 3,686 2,247 26

30 17. Creditors: amounts falling due after more than one year (continued) Other creditors includes a refundable deposit received in relation to the potential disposal of a tangible fixed asset. Also included in other creditors is 125,000 of deferred consideration due for settlement on 31 October 2013, however as settlement is being met by the draw down of Facility B of the bank loan (see below) the directors have adopted the substance of the transaction and consider the balance as being due in more than one year. Included within the above are amounts falling due as follows: Group Company Between one and two years: Bank loans Between two and five years: Bank loans 1, , Over five years: Bank loans Creditors include amounts not wholly repayable within 5 years as follows: Group Company Repayable other than by instalments On 27 June 2012, the company paid off the loan with National Westminster Bank plc and took out a new loan for 1,400,000 with Clydesdale Bank plc. The loan is repayable over 15 years and bears interest at 3.5% above LIBOR. The loan is secured by a legal mortgage over the company s freehold property. On 31 October 2012 the company entered into a new facility to finance the acquisition of a subsidiary undertaking. The facility is split into A and B. Facility A, fully drawn down, is in the sum of 1,200,000 repayable over 3 years and bears interest at 5% above LIBOR. At the balance sheet date the loan stood at 1,100,000. Facility B is in the sum of 800,000 of which 675,000 was drawn down on 31 October 2012, the remaining 125,000 is available for drawdown until 31 October 2013, subject to certain conditions. This facility bears interest at 5% above LIBOR and is repayable in equal instalment from 31 January 2016 to 31 July The new loan is secured by way of a debenture over the assets of Print For Business Limited, a subsidiary undertaking, in favour of Clydesdale Bank plc. 27

31 17. Creditors: amounts falling due after more than one year (continued) Obligations under finance leases and hire purchase contracts, included above, are payable as follows: Group Company Between one and five years Hire purchase creditors are secured against assets as detailed in note Deferred taxation Group Company At beginning of year Released during the year (P&L) (97) (33) (101) (33) At end of year The provision for deferred taxation is made up as follows: Group Company Accelerated capital allowances

32 19. Share capital Allotted, called up and fully paid: ,397 Ordinary shares of 1 each Share buyback During the prior year the company undertook a share buyback. 12,954 shares with a nominal value of 1 were repurchased from 4 shareholders at a premium of 2 per share. Share option scheme The company operates two share-based compensation plans. For each plan the options may be exercised on either the sale or takeover of the group or at the discretion of the majority shareholder following the death of the option holder. The options lapse on the 10th anniversary of the grant date or if the option holder ceases to be employed by the group. The directors consider that the likelihood of employees exercising options is very remote in the foreseeable future and consequently no share based payment charge has been recognised during the current or prior year. EMI scheme On 9 July 2007 CFH Total Document Management Limited granted 15,654 share options at an exercise price of 1.19, of which 14,344 were to directors of the company. During the year 8,281 (2012: 3,630) of these options lapsed. 3,538 (2012: 11,819) remain outstanding at the year end, of which 2,473 (2012: 10,758) relate to directors. On 3 October 2008 a further 1,470 share options were granted at an exercise price of During the year 1,129 (2012: 90) of these options lapsed. 26 (2012: 1,155) remain outstanding at the year end. On 23 December 2009 a further 1,645 share options were granted at an exercise price of During the year 1,465 (2012:150) of these options lapsed. 30 (2012: 1,495) remain outstanding at the year end. No options were granted in 2012 or Unapproved scheme On 17 September 2007, 1,793 share options were granted at an exercise price of 1.19 under the unapproved scheme. During the year 1,381 (2012: nil) of these options lapsed. 412 (2012: 1,793) remain outstanding at the year end. 29

33 20. Reserves Group Share premium account Capital redempt n reserve Revaluation reserve Other reserves Profit and loss account At 1 April (231) 505 Profit for the financial year Pension reserve movement (526) Transfer between Revaluation reserve - - (19) - 19 and P/L account At 31 March (231) 449 ==== Company Share premium account Capital redempt n reserve Revaluation reserve Other reserves Profit and loss account At 1 April (231) 505 Profit for the financial year Pension reserve movement (526) Transfer between Revaluation reserve - - (19) - 19 and P/L account At 31 March (231) 353 ==== The closing balance on the Profit and loss account includes a 1,462,000 (2012: 1,144,000) debit, stated after deferred taxation of 438,000 (2012: 361,000), in respect of pension scheme liabilities of the Group and Company pension scheme. The investment in own shares ( other reserves ) at 31 March 2013 represents a holding of 5,755 (2012: 5,755) Ordinary shares of 1 each, issued at a premium of 34 per share held by the Executive Employee Share Ownership Trust, together with a holding of 821 (2012: 821) Ordinary shares of 1 each that the company repurchased from either retired or deceased employees at a premium of 34 per share and 797 (2012: nil) Ordinary shares of 1 each that the company repurchased from either retired or deceased employees at a premium of 2 per share by the Continu forms Holdings plc profit sharing scheme The original purchase of the shares was funded by a contribution from the company in All costs incurred by the Trusts are settled by the company. 30

34 21. Reconciliation of movement in shareholders funds Group Opening shareholders funds 2,322 2,749 Profit for the financial year Shares redeemed/cancelled during the year - (39) Actuarial movement on pension deficit (526) (974) Movement in other reserves - (1) Closing shareholders funds 2,247 2,322 Company Opening shareholders funds 2,322 2,749 Profit for the financial year Shares redeemed/cancelled during the year - (39) Actuarial movement on pension deficit (526) (974) Movement in other reserves - (1) Closing shareholders funds 2,151 2,322 The company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own Profit and loss account. The profit for the year dealt with in the accounts of the company was 355,000 (2012: 587,000). 22. Acquisitions and disposals On 31 October 2012 the group and company acquired the entire share capital of Print For Business Limited. The book value and fair value of assets and liabilities acquired is set out below, together with the consideration paid. 31

35 22. Acquisitions and disposals (continued) Acquisitions Vendors' book value Fair value adjustments Fair value to the group Assets and liabilities acquired Tangible fixed assets Stocks Debtors Loans and finance leases (149) - (149) Other creditors and provisions (776) - (776) Net assets acquired === === === Satisfied by Consideration: Cash 1,500 Deferred consideration 325 Acquisition costs ,835 === Goodwill arising on consolidation (see note 10) 1,577 === Goodwill is being amortised over an estimated economic life of 10 years. The summarised profit and loss account for Print For Business Limited for the period from 1 July 2012 to the effective date of acquisition was as follows: Turnover 1, Operating profit Profit before tax 4 Taxation (1) Profit after tax 3 === 32

36 23. Net cash flow from operating activities Operating profit Amortisation of intangible fixed assets Depreciation of tangible fixed assets Loss on disposal of tangible fixed assets 3 - Decrease in stocks (Increase)/decrease in debtors (1,117) 1,027 Increase/(decrease) in creditors 824 (798) Decrease in net pension assets/liabilities (318) (317) Net cash inflow from operating activities 932 1, Analysis of cash flows for headings netted in cash flow statement Returns on investments and servicing of finance Interest received 3 - Interest paid (100) (109) Hire purchase interest (34) (40) Net cash outflow from returns on investments and servicing (131) (149) of finance Capital expenditure and financial investment Purchase of intangible fixed assets (587) (610) Purchase of tangible fixed assets (247) (600) Sale of tangible fixed assets Deposit for disposal of tangible fixed assets Net cash outflow from capital expenditure (728) (627) 33

37 24. Analysis of cash flows for headings netted in cash flow statement (cont...) Aquisitions and disposals Purchase of fixed asset investments (1,509) Financing Purchase of ordinary shares - (41) New secured loans 1,875 1,400 Repayment of loans (166) (830) Other new loans Repayment of other loans - (760) Repayment of finance leases (443) (375) Net cash inflow/(outflow) from financing 1,707 (606) 25. Analysis of changes in net debt 1 April 2012 Cash flow Aquisition Other non-cash changes 31 March Cash at bank and in hand Bank overdraft - (151) - - (151) Debt: Finance leases (532) 443 (98) (81) (268) Debts due within one year (957) (2,150) (51) 1,309 (1,849) Debts falling due after more than one (1,285) - - (1,309) (2,594) year Net debt (2,524) (1,486) (149) (81) (4,240) ==== 34

38 26. Pension commitments The group and company operates two pension schemes in the United Kingdom: one scheme which provides defined contributions for certain employees and directors in the group, and one which provides defined benefits for certain other employees in the service of the group prior to 5 April On 6 April 1994 members ceased to accrue benefits for future service in this scheme and commenced contributing to the defined contributions schemes. Regular pension costs under FRS 17 The company operates a final salary defined benefit pension Scheme. No benefits have accrued since 6 April Pension benefits for deferred members are based on the members final pensionable salaries and service at the date accrual ceased (or date of leaving if earlier). The most recent full actuarial valuation was carried out as at 5 April 2010 and was updated on 31 March 2013 by a qualified indepdent actuary. The amounts recognised in the balance sheet are as follows: Present value of funded obligations (6,041) (5,221) Fair value of scheme assets 4,141 3, Deficit in scheme (1,900) (1,505) Related deferred tax asset Net liability (1,462) (1,144) The amounts recognised in profit or loss are as follows: Interest on obligation (247) (256) Expected return on scheme assets Gains on curtailments and settlements (9) (82) Total (119) (159) Actual return on scheme assets 198 (186) 35

39 26. Pension commitments (continued) Movements in the present value of the defined benefit obligation were as follows: Opening defined benefit obligation 5,221 4,870 Interest cost Actuarial losses Liabilities extinguished on settlements (49) (726) Benefits paid (41) (33) Closing defined benefit obligation 6,041 5,221 Changes in the fair value of scheme assets were as follows: Opening fair value of scheme assets 3,716 4,426 Expected return on assets Actuarial gains and (losses) 61 (365) Assets distributed on settlements (58) (808) Contributions by employer Benefits paid (41) (33) ,141 3,716 The cumulative amount of actuarial gains and losses recognised in the consolidated statement of total recognised gains and losses was 2,069,000 (2012: 1,467,000). The major categories of scheme assets as a percentage of total scheme assets are as follows: % % Equities Gilts Cash Property Bonds Other assets

40 26. Pension commitments (continued) The overall expected return on assets assumption of 5.8% as at 31 March 2013 has been derived by calculating the weighted average of the expected rate of return for each asset class. The following approach has been used to determine the expected rate of return for each asset class: - Fixed interest securities, current market yields Equities, net dividend yield on the FTSE All Share Index plus Inflation plus dividend growth assumption of 1.5% less 0.5% expenses - Property, equity return less 1.5% - Cash, current Bank of England base rate - A deduction of 1.04% to allow for scheme expenses Principal actuarial assumptions at the Balance sheet date (expressed as weighted averages): % % Discount rate at 31 March Expected return on scheme assets at 31 March Price inflation and rate increases for deferred pensioners The demographic assumptions are as follows: Mortality (pre retirement): AMC00/AFC00 S1PCMI_2010_M/F (2011: AMC00/AFC00 S1PAmc(yob, minimum)) Mortality (post retirement): (1%)(yob, minimum improvements = 1% pa) (2011: improvements = 1% pa) The applicable assumptions from this mortality table are as follows: Life expectancy for someone aged 65 in 2012: Males 22.0 years, Females 24.1 years (2011: Males 21.2 years, Females 23.8 years) Life expectancy at 65 for someone aged 45 in 2012: Males 23.4 years, Females 25.7 years (2011: Males 23.1 years, Females 25.7 years) Amounts for the current and previous four periods are as follows: Defined benefit pension schemes Defined benefit obligation (6,041) (5,221) (4,870) (4,839) (4,382) Scheme assets 4,141 3,716 4,426 3,849 2, Deficit (1,900) (1,505) (444) (990) (1,579) ==== Experience adjustments on scheme liabilities (663) (854) 141 (298) (188) Experience adjustments on scheme assets 61 (365) (841) ==== 37

41 26. Pension commitments (continued) Future funding obligation The last actuarial valuation of the Scheme was performed by the Actuary for the Trustees as at 5 April 2010 and this has been updated by a qualified independent actuary at 31 March The company agreed to make payments to pay off the deficit of 263,400 pa until 31 July 2017, when the contributions will reduce to 25,800 pa until 1 March The employer expects to pay 263,400 to the Scheme during the accounting year beginning 1 April Operating lease commitments At 31 March 2013 the group had annual commitments under non cancellable operating leases as follows: Group Expiry Date: Within 1 year Between 2 and 5 years At 31 March 2013 the company had annual commitments under non cancellable operating leases as follows: Company Expiry Date: Within 1 year Between 2 and 5 years Related party transactions The company trades with CFH Document Solutions Limited (CDS) which is 60% owned by D V Broadway, a director of the company. At the year end the company was owed 126,000 (2012: 361,000), having charged 6,000 (2012: 9,000) for services during the year. At the year end the company owed nil (2012: 24,000), having been charged 239,000 (2012: 275,000) for services during the year. During 2010 the company sold part of the freehold property to CFH Total Document Management Ltd Retirement & Death Benefit Scheme, of which the directors are beneficiaries, for it s market value of 750,000. Rent of 85,000 (2012: 85,000) was paid to the pension scheme during the year. The company has taken exemption under FRS8 not to disclose transactions with group companies as the consolidated accounts of the group are publicly available. 38

42 29. Controlling Party The shareholders in unison control the company. No individual shareholder has a controlling interest and therefore there is no ultimate controlling party. 30. Principal Subsidiaries Subsidiaries at 31 March 2013 are: Company Name Country Percentage Shareholding Description CFH Print Management Services Limited England 100% Dormant CFH Security Printers Limited England 100% Dormant Continu-forms Holdings PLC England 100% Dormant Oval (1115) Limited England 100% Dormant Proform Limited England 100% Dormant Continu-sforms Profit Sharing Scheme Trust England 100% Dormant Limited CFH Services Limited England 100% Dormant Info-Source Publishing Limited England 100% Dormant Mercury Workflow Solutions Limited England 100% Dormant Picture Post Limited England 100% Dormant Print For Business Limited England 100% Printers All subsidiaries have been consolidated into the group accounts. 39

43

44 CFH Total Document Management Ltd St Peter s Park, Wells Road, Radstock, Bath, BA3 3UP, UK :: Tel: :: Fax: :: Web: Registered Office: St Peter s Park, Wells Road, Radstock, Bath, BA3 3UP, UK :: Registered in England No :: VAT Reg. No. GB