DIRECTORS REPORT AND FINANCIAL STATEMENTS

Transcription

1 DIRECTORS REPORT AND FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2014 Registered in England & Wales No

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3 CFH Docmail Ltd Report and Financial Statements 31 March 2014 Table of contents: Directors report 3 Group strategic report 5 Directors responsibilities statement 7 Independent auditors report 8 Consolidated profit and loss account 10 Consolidated statement of total recognised gains 11 and losses Note of consolidated historical cost profits and losses 11 Consolidated balance sheet 12 Company balance sheet 13 Consolidated cash flow statement 14 Notes to the financial statements 15

4 Financial Statements Year ended 31 March 2014

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 Company secretary D V Broadway Independent auditors Bishop Fleming Bath Limited 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 Registered number (England and Wales)

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 and the group in the year under review was that of the production and delivery of documents. Results The profit for the year, after taxation, amounted to 602,000 (2013: 451,000). 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 Charitable donations Charitable donations made by the group during the year amounted to 22,689 (2013: 19,594). No political donations were made during the current or prior year. 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. 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. Matters covered in the strategic report The company has chosen in accordance with s414c(11) of the Companies Act 2006 to set out in the company s strategic report information required by Schedule 7 of the Large and Medium sized Companies and Group (accounts & reports) Regulation 2008 to be contained in the directors report. It has done so in respect of future developments and financial risk management. 3

7 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 Bath Limited, 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: 28 July 2014 St. Peter s Park, Wells Road, Radstock BA3 3UP 4

8 Group Strategic Report Business Review and Future Developments The principal activity of the company and the group in the year under review was that of the production and delivery of documents. Turnover, profit and loss The directors report a net profit after tax of 602,000, a 33% increase over 2013 ( 451,000). This was achieved on turnover of 30.5m, an increase of 12% ( 3.3m) over EBITDA (earnings before interest, depreciation and amortisation) has improved to 1,949,000 a 30% increase over 2013 ( 1,502,000). Expenses have increased this year as the company has geared up for new contracts starting in early 2014, and we have continued to roll out the Velopost postal delivery service in line with its strategy. The benefits of these increases will be gained during the year to March The company continues to research new products and launched Dotpost - an online facility - in March We continue to strive for environmentally sound ways to operate our business including our postal delivery division - Velopost - which now operates in Bristol, Bath and Edinburgh. We have won two environmental awards since the year end and were Highly Commended in the Business in the Community National Awards at the Albert Hall in July 2014, hosted by Prince Charles. Balance sheet There are two areas that are significant this year: The net asset position has improved by 711,000 this year to 2.958m, a 32% increase on Whilst the profit for the year has had the biggest impact on this, the defined benefit pension scheme deficit has also seen a positive movement of 371,000 (2013 negative movement of 875,000) following improved expectations of future returns on investments. Net Current Assets have declined from 146,000 to ( 573,000). The directors see this as a temporary movement partly brought about by the inclusion of 12 months of loan repayment on the Print for Business acquisition while certain other short term assets have now moved to long term. Strong cash flow from Docmail and electoral work at Print for Business has seen the position improve to ( 106,000) by May 2014, and is expected to be positive by end of June. Group strategy The Group s strategy is to provide its customers with the production and delivery of documents in the most efficient, environmentally friendly and cost effective way (the three e s). This strategy is delivered in the form of four strands: Docmail The UK s leading hybrid mail service that allows people to send real post from their PC desktop. Docmail allows users to save money on print and post, while also reducing their Carbon footprint. Velopost The UK s third largest bicycle postal delivery company. Velopost delivers post in selected cities and surrounding areas, currently Bath, Bristol and Edinburgh. Post is transported to the local sorting depots by Electric car, and then delivered by bicycle. Velopost delivers post created by Docmail or CFH s BAU processes and also provides a local collection and delivery service. 5

9 Dotpost An online document storage system aimed at the consumer, and allowing individuals to have easy access online to all of their important documents. Docmail and CFH services are integrated into Dotpost allowing users to choose to send paper documents in the post, or to send documents online. CFH BAU Business as usual includes all of the transactional mail services that CFH offers as bespoke services to its customers, including Council tax billing, Electoral work and financial reports and statements, along with bills and payments. CFH s strategy is to maintain BAU while rapidly growing Docmail. Velopost will be rolled out around the UK at cities close to CFH production sites, and Dotpost will be marketed at low or zero cost to senders while a large user base of consumers is acquired. CFH will continue to seek suitable acquisitions within the UK and Europe. 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 print management companies and postal service providers. This is monitored proactively by the directors. The roll out of Velopost and Dotpost is not cash or profit generative in the short term and expenditure is therefore tightly monitored and controlled and kept in proportion to cash and profit generation from the rest of the business. Financial key performance indicators The company uses a number of KPIs to monitor its performance including: Value added/gross margin, this has improved by 1.6m this year (11.2%). Net profit, 33% improvement over the previous year. Cashflow, 194,000 outflow. Net Assets (excluding pension deficit) improvement of 340,000 (9%) to 4.05m. A reduction in Net Debt of 915,000. 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 group mitigates credit risk associated with its customers by carrying out credit verification procedures and by keeping trading balances under constant review. This report was approved by the board and signed on its behalf: D V Broadway Director Date: 28 July 2014 St. Peter s Park, Wells Road, Radstock BA3 3UP 6

10 Directors Responsibilities Statement for Year Ended 31 March 2014 The directors are responsible for preparing the Group 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 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 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 company and 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. 7

11 Independent Auditors Report to the Shareholders of CFH Docmail Limited We have audited the financial statements of CFH Docmail Limited for the year ended 31 March 2014, which comprise the group profit and loss account, the group and company balance sheets, the group cash flow statement, the group statement of total recognised gains and losses and the related notes. 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 Group strategic report and the Directors report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. 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 2014 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

12 Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Group strategic report and 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; 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 Bath Limited Chartered Accountants Statutory Auditors Minerva House Lower Bristol Road Bath BA2 9ER Date: 28 July

13 Consolidated profit and loss account 31 March March 2013 Notes Turnover 1,2 30,457 27, Cost of sales (14,280) (12,587) Gross profit 16,177 14,547 Administrative expenses (16,160) (14,094) Operating profit Exceptional items Net profit on sale of assets Profit on ordinary activities before interest Interest receivable and similar income 2 3 Interest payable and similar charges 6 (157) (134) Other finance costs 7 - (110) Profit on ordinary activities before taxation Tax on profit on ordinary activities Profit for the financial year All amounts relate to continuing operations. NOTES ON PAGES 15 TO 38 FORM PART OF THESE FINANCIAL STATEMENTS 10

14 Consolidated statement of total recognised gains and losses 31 March March 2013 Notes Profit for the financial year Unrealised surplus on revaluation of tangible fixed assets 34 - Actuarial (deficit)/gain related to pension scheme (602) Deferred tax attributable to actuarial (deficit)/gain 25 (164) Total recognised gains and losses relating to the year 711 (75) Note of consolidated historical cost profits and losses 31 March March 2013 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 15 TO 38 FORM PART OF THESE FINANCIAL STATEMENTS 11

15 Consolidated balance sheet 31 March March 2013 Notes Fixed assets Intangible assets 10 2,984 3,073 Tangible assets 11 3,953 4, ,937 7,081 Current assets Stocks 13 1, Debtors 14 5,735 6,317 Investments Cash at bank ,213 8,084 Creditors: amounts falling due within one year 16 (7,786) (7,938) Net current (liabilities)/assets (573) Total assets less current liabilities 6,364 7,227 Creditors: amounts falling due after more than one year 17 (2,284) (3,497) Provisions for liabilities Deferred tax 18 (31) (21) Net assets excluding pension scheme liabilities 4,049 3,709 Defined benefit pension scheme liability 25 (1,091) (1,462) Net assets including pension scheme liabilities 2,958 2,247 Capital and reserves Called up share capital Share premium account Revaluation reserve Capital redemption reserve Other reserves 20 (231) (231) Profit and loss account 20 1, Shareholders' funds 21 2,958 2,247 The financial statements were approved and authorised for issue by the Board on 28 July 2014 and signed on its behalf by: J L Helps Director D V Broadway Director NOTES ON PAGES 15 TO 38 FORM PART OF THESE FINANCIAL STATEMENTS 12

16 Company balance sheet 31 March March 2013 Notes Fixed assets Intangible assets 10 1,631 1,562 Tangible assets 11 3,734 3,772 Investments 12 2,026 2, ,391 7,360 Current assets Stocks 13 1, Debtors 14 5,072 5,604 Investments Cash at bank ,232 7,225 Creditors: amounts falling due within one year 16 (7,112) (7,269) Net current liabilities (880) (44) Total assets less current liabilities 6,511 7,316 Creditors: amounts falling due after more than one year 17 (2,453) (3,686) Provisions for liabilities Deferred tax 18 (16) (17) Net assets excluding pension scheme liabilities 4,042 3,613 Defined benefit pension scheme liability 25 (1,091) (1,462) Net assets including pension scheme liabilities 2,951 2,151 Capital and reserves Called up share capital Share premium account Revaluation reserve Capital redemption reserve Other reserves 20 (231) (231) Profit and loss account 20 1, Shareholders' funds 21 2,951 2,151 The financial statements were approved and authorised for issue by the Board on 28 July 2014 and signed on its behalf by: J L Helps Director D V Broadway Director NOTES ON PAGES 15 TO 35 FORM PART OF THESE FINANCIAL STATEMENTS 13

17 Consolidated cash flow statement 31 March March 2013 Notes Net cash flow from operating activities 22 1, Returns on investments and servicing of finance 23 (155) (131) Taxation 121 (50) Capital expenditure and financial investment 23 (469) (728) Acquisitions and disposals 23 (125) (1,509) Cash inflow/(outflow) before financing 915 (1,486) Financing 23 (1,109) 1, (Decrease)/increase in cash in the year (194) 221 === === Reconciliation of net cash flow to movement in net funds/debt 31 March March 2013 Notes (Decrease)/increase in cash in the year (194) 221 Cash outflow from decrease in debt and lease financing 1,109 (1,707) Change in net debt resulting from cash flows 915 (1,486) New finance lease - (81) Other non cash changes - (149) Movement in net debt in the year 915 (1,716) Net debt at 1 April 2013 (4,240) (2,524) Net debt at 31 March 2014 (3,325) (4,240) === === NOTES ON PAGES 15 TO 38 FORM PART OF THESE FINANCIAL STATEMENTS 14

18 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 Docmail Limited and all its subsidiaries made up to 31 March No profit and loss account is presented for CFH Docmail Limited as permitted by section 408 of the Companies Act Turnover Turnover represents the value of goods sold and services provided, including postage, stated net of value added tax and arose wholly within the United Kingdom. The whole of the group s turnover and operating profit are derived from the principal 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. 1.7 Current asset investments Current asset investments were transfered at their carrying value from tangible fixed assets during the previous year and disposed of during

19 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 group 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. 16

20 1. Accounting Policies (continued) 1.14 Pensions The group operates two pension schemes, one that operates on a defined contribution basis and one on a defined benefit basis. For the scheme that operates on a defined contribution basis, contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme. 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 Retirements Benefits. FRS 17 requires that settlement gains are recognised when all parties whose consent is required are irrecoverably committed to the transaction and the gain should be recognised in the profit and loss account covering that date. The company operates a defined benefit 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 The whole of the turnover is attributable to the one principal activity of the company. All turnover arose within the United Kingdom. 17

21 3. Operating profit The operating profit is stated after charging/(crediting): 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 6 Operating lease rentals: - plant and machinery other operating leases Amortisation of Development costs Profit/(Loss) on the disposal of tangible fixed assets 27 (3) === === Included within auditors remuneration is 14,500 (2013: 15,500) relating to the company. Included within non audit auditors remuneration is tax compliance fees of 3,000 (2013: 3,000) relating to the company and 2,000 (2013: 2,000) relating to trading subsidiaries. 4. Staff costs Staff costs, including directors remuneration, were as follows: 31 March March Wages and salaries 8,079 6,850 Social security costs Other pension costs (Note 26) ,140 7,791 === === 18

22 4. Staff costs (continued) The average monthly number of employees, including the directors, during the year was as follows: 31 March March 2013 No. No. Manufacturing IT Engineering and R&D Office and management === === Staff costs above include redundancy costs of 41,000 (2013: nil) and are stated after capitalising research and development costs of 540,000 (2013: 587,000). Pension costs relate to the defined contribution scheme. For details of the defined benefit scheme see note 25. 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 2013 was 4,100,000 and the assets as a percentage of accrued benefits were estimated to be 64%. 5. Directors remuneration 31 March March Remuneration === === Company pension contributions to defined contribution pension schemes === === During the year retirement benefits were accruing to 9 directors (2013: 9) in respect of defined contribution pension schemes. The highest paid director received remuneration of 109,000 (2013: 97,000). The value of the group s contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to 3,000 (2013: 3,000). 19

23 6. Interest payable 31 March March 2013 On bank loans and overdrafts On finance leases and hire purchase contracts Other interest payable Other finance costs 31 March March 2013 Expected return on pension scheme assets Interest on pension scheme liabilities (246) (247) (110) 8. Exceptional items 31 March March 2013 Profit on disposal of intellectual property rights Profit on disposal of land

24 9. Taxation 31 March March 2013 Analysis of tax (credit)/charge in the year Current tax: (see note below) UK corporation tax (credit)/charge on profit for the year (94) (92) Adjustments in respect of prior periods - (36) Total current tax (94) (128) Deferred tax: (see note 18) Origination and reversal of timing differences 10 (111) Tax on profit on ordinary activities (84) (239) Factors affecting tax charge for the year The tax assessed for the year is lower than (2013: lower than) the standard rate of corporation tax in the UK of 23% (2013: 24%). The differences are explained below: 31 March March 2013 Profit on ordinary activities before tax == Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23% (2013: 24%) Effects of: Non-tax deductible amortisation Expenses not deductible for tax purposes (239) (183) Difference between capital allowances for year and depreciation Adjustments to tax charge in respect of prior periods 1 (36) Other timing differences leading to an increase/(decrease) in taxation 3 (13) Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge (70) (61) Chargeable gains Current tax (credit)/charge for the year (see note above) (94) (128) === === Factors that may affect future tax charges The 2013 Budget on 20 March 2013 announced that the UK corporation tax rate will reduce to 20% by A reduction in the rate to 21% (effective from 1 April 2014) and to 20% (effective from 1 April 2015) were substantively enacted on 17 July These changes will reduce the company s future current tax charge accordingly. There were no changes to these announcements in the 2014 Budget on 19 March

25 10. Intangible fixed assets Group Development costs Goodwill Total Cost: At 1 April ,650 1,776 4,426 Additions Disposals (36) - (36) At 31 March ,219 1,776 4, Amortisation: At 1 April , ,353 Charge for the year At 31 March , , Net book value: At 31 March ,528 1,456 2,984 === === === At 31 March ,419 1,654 3,073 === === === Company Development costs Goodwill Total Cost: At 1 April , ,850 Additions Disposals (36) - (36) At 31 March , , Amortisation: At 1 April , ,288 Charge for the year At 31 March , , Net book value: At 31 March , ,631 === === === At 31 March , ,562 === === === 22

26 11. Tangible fixed assets Group Freehold property Plant & machinery Fixtures & fittings Totals Cost or valuation: At 1 April ,126 6,672 2,200 10,998 Additions Disposals - (35) - (35) Revaluation surplus/(deficit) (99) - - (99) At 31 March ,227 6,753 2,405 11, Depreciation: At 1 April ,037 1,869 6,990 Charge for the year On disposals - (5) - (5) On revalued assets (132) - - (132) At 31 March ,409 2,023 7, Net book value: At 31 March ,227 1, ,953 At 31 March ,042 1, ,008 The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows: Group 31 March March 2013 Plant and machinery 163 1,356 Fixtures and fittings ,364 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 2013 Cost 2,115 2,115 Accumulated depreciation (528) (499) Net book value 1,587 1,616 23

27 11. Tangible fixed assets (continued) Company Freehold property Plant and machinery Fixtures and fittings Totals Cost or valuation: At 1 April ,126 5,940 1,854 9,920 Additions Revaluation surplus/(deficit) (99) - - (99) At 31 March ,227 5,963 2,009 10, Depreciation: At 1 April ,460 1,604 6,148 Charge for the year On revalued assets (132) - - (132) At 31 March ,747 1,718 6, Net book value: At 31 March ,227 1, ,734 At 31 March ,042 1, ,772 The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows: Company 31 March March 2013 Plant and machinery 123 1,338 Cost or valuation at 31 March 2014 is as follows: Company Land and buildings At cost - At Valuation: Existing Use basis 2, ,227 ==== 24

28 11. Tangible fixed assets (continued) On 19 June 2014 the property held by the group and the company was revalued on the basis of Existing Use Value at 2,227,000. The valuation was performed by Carter Jonas, an external, independent, Chartered Surveyor. The directors are not aware of any material changes to the valuation between the year end and the valuation date. 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 2013 Cost 2,115 2,115 Accumulated depreciation (528) (499) Net book value 1,587 1, Fixed asset investments Company Investments in subsidiary companies Cost or valuation: At 1 April 2013 and 31 March , Net book value: At 31 March ,026 === At 31 March ,026 === Details of the principal subsidiaries can be found under note number Stocks Group Company Raw materials Work-in-progress Finished goods and goods for resale , ,

29 14. Debtors Group Company Trade debtors 4,062 4,811 3,508 3,962 Amounts owed by group undertakings Other debtors Prepayments and accrued income 1,532 1,335 1,356 1, ,735 6,317 5,072 5, Current asset investments Group Company Land held for resale The company disposed of the land held for resale during the period. 16. Creditors: amounts falling due within one year Group Company Bank loans and overdrafts Other loans 776 1, ,382 Net obligations under finance leases and hire purchase contracts Trade creditors 3,660 3,102 3,085 2,642 Amounts owed to group undertakings Other taxation and social security 1, , Other creditors Accruals and deferred income 1,518 1,736 1,326 1, ,786 7,938 7,112 7,269 On 27 June 2012 the company took out a loan for 1,400,000 with Clydesdale Bank plc which is secured by a legal mortgage over the company s freehold property. 26

30 16. Creditors: amounts falling due within one year (continued) During the year the group and company drew down the remaining 125,000 on the 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 11. Included in other creditors is 100,000 of deferred consideration relating to the acqusition of Print for Business Limited due for settlement on 31 October Creditors: amounts falling due after more than one year Group Company Bank loans 2,241 2,594 2,241 2,594 Net obligations under finance leases and hire purchase contracts Amounts owed to group undertakings Other creditors ,284 3,497 2,453 3,686 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 857 1, ,208 Over five years: Bank loans

31 17. Creditors: amounts falling due after more than one year (continued) Creditors include amounts not wholly repayable within 5 years as follows: Group Company Repayable other than by instalments On 27 June 2012, the company took out a loan for 1,400,000 with Clydesdale Bank plc. The loan is repayable over 15 year 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 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 was drawdown on 31 October This facility bears interest at 5% above LIBOR and is repayable in equal installment from 31 January 2016 to 31 July The A and B loans are secured by way of a debenture over the assets of Print For Business Limited, a subsidiary undertaking, in favour of Clydesdale Bank plc. 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 Charge for/(released during) the year (P&L) 10 (97) (1) (101) At end of year

32 18. Deferred taxation (continued) The provision for deferred taxation is made up as follows: Group Company Accelerated capital allowances Share capital Allotted, called up and fully paid: ,397 Ordinary shares of 1 each 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 none (2013: 8,281) of these options lapsed. 3,538 (2013: 3,538) remain outstanding at the year end, of which 2,473 (2013: 2,473) relate to directors. On 3 October 2008 a further 1,470 share options were granted at an exercise price of During the year none (2013: 1,129) of these options lapsed. 26 (2013: 26) 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 none (2013: 1,465) of these options lapsed. 30 (2013: 30) remain outstanding at the year end. No options were granted in 2013 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 none (2013: 1,381) of these options lapsed. 412 (2013: 412) 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) 449 Profit for the financial year Pension reserve movement Surplus on revaluation of freehold property Transfer between Revaluation reserve and P/L account - - (19) At 31 March (231) 1,145 ==== Company Share premium account Capital redempt n reserve Revaluation reserve Other reserves Profit and loss account At 1 April (231) 353 Profit for the financial year Pension reserve movement Surplus on revaluation of freehold property Transfer between Revaluation reserve and P/L account - - (19) At 31 March (231) 1,138 ==== The closing balance on the Profit and loss account includes a 1,091,000 (2013: 1,462,000) debit, stated after deferred taxation of 274,000 (2013: 438,000), in respect of pension scheme liabilities of the group and company pension scheme. The investment in own shares ( other reserves ) at 31 March 2014 represents a holding of 5,755 (2013: 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 (2013: 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 (2013: 797) 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 2,247 2,322 Profit for the financial year Movement on pension and revaluation reserve 109 (526) Closing shareholders funds 2,958 2,247 Company Opening shareholders funds 2,151 2,322 Profit for the financial year Movement on pension and revaluation reserve 109 (526) Closing shareholders funds 2,951 2,151 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 691,000 (2013: 355,000). 22. Net cash flow from operating activities Operating profit Amortisation of intangible fixed assets Depreciation of tangible fixed assets (Profit)/loss on disposal of tangible fixed assets (27) 3 (Increase)/decrease in stocks (271) 59 Decrease/(increase) in debtors 865 (1,117) Increase in creditors Employers defined benefit pension contributions (296) (318) Net cash inflow from operating activities 1,

35 23. Analysis of cash flows for headings netted in cash flow statement Returns on investments and servicing of finance Interest received 2 3 Interest paid (144) (100) Hire purchase interest (13) (34) Net cash outflow from returns on investments and servicing of finance (155) (131) Capital expenditure and financial investment Purchase of intangible fixed assets (605) (587) Purchase of tangible fixed assets (521) (247) Sale of tangible fixed assets Disposal of land held for sale Net cash outflow from capital expenditure (469) (728) Aquisitions and disposals Purchase of fixed asset investments - (1,509) Payment of deferred consideration (125) Net cash outflow from aquisitions and disposals (125) (1,509) 32

36 23. Analysis of cash flows for headings netted in cash flow statement (cont..) Financing New secured loans 125 1,875 Repayment of loans (471) (166) (Decrease)/increase in invoice discounting facility (606) 441 Repayment of finance leases (157) (443) Net cash inflow/(outflow) from financing (1,109) 1, Analysis of changes in net debt 31 March 2013 Cash flow Other noncash changes 31 March 2014 Cash at bank and in hand 622 (345) Bank overdraft (151) (194) Debt: Finance leases (268) (111) Debts due within one year (1,849) 952 (353) (1,250) Debts falling due after more than one year (2,594) (2,241) Net debt (4,240) (3,325) 33

37 25. 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. The group operates a defined benefit pension scheme. The group and 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 6 April 1994 (or date of leaving if earlier). The most recent full actuarial valuation was carried out as at 5 April 2013 and was updated on 31 March 2014 by a qualified independent actuary. The amounts recognised in the balance sheet are as follows: Present value of funded obligations (5,730) (6,041) Fair value of scheme assets 4,365 4, Deficit in scheme (1,365) (1,900) Related deferred tax asset Net liability (1,091) (1,462) The amounts recognised in profit or loss are as follows: Interest on obligation (246) (247) Expected return on scheme assets Gains on curtailments and settlements - (9) Total - (119) Actual return on scheme assets

38 25. Pension commitments (continued) Movements in the present value of the defined benefit obligation were as follows: Opening defined benefit obligation 6,041 5,221 Interest cost Actuarial (Gains)/losses (452) 663 Liabilities extinguished on settlements - (49) Benefits paid (105) (41) Closing defined benefit obligation 5,730 6,041 Changes in the fair value of scheme assets were as follows: Opening fair value of scheme assets 4,141 3,716 Expected return on assets Actuarial gains and (losses) (213) 61 Assets distributed on settlements - (58) Contributions by employer Benefits paid (105) (41) ,365 4,141 The cumulative amount of actuarial gains and losses recognised in the consolidated statement of total recognised gains and losses was 1,830,000 (2013: 2,069,000). The major categories of scheme assets as a percentage of total scheme assets are as follows: % % Equities Gilts Cash Property Bonds Other assets

39 25. Pension commitments (continued) The overall expected return on assets assumption of 6.8% as at 31 March 2014 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 - Standard Life Fund, equity return less 0.5% 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 Consumer price inflation The demographic assumptions are as follows: - Mortality (pre retirement): AMC00/AFC00 S1PCMI_2010_M/F (2013: AMC00/AFC00 S1PAmc (yob, minimum)) - Mortality (post retirement): (1%)(yob, minimum improvements = 1% pa) (2013: improvements = 1% pa) The applicable assumptions from this mortality table are as follows: - Life expectancy for someone aged 65 in 2014: Males 22.2 years, Females 24.4 years (2013 Males 22.0 years, Females 24.1 years) - Life expectancy at 65 for someone aged 45 in 2014: Males 23.9 years, Females 26.3 years (2013 Males 23.4 years, Females 25.7 years) Amounts for the current and previous four periods are as follows: Defined benefit pension schemes Defined benefit obligation (5,730) (6,041) (5,221) (4,870) (4,839) Scheme assets 4,365 4,141 3,716 4,426 3, Deficit (1,365) (1,900) (1,505) (444) (990) ==== Experience adjustments on scheme liabilities 452 (663) (854) 141 (298) Experience adjustments on scheme assets (213) 61 (365) ==== 36

40 25. 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 2013 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 01 December The employer expects to pay 263,400 to the Scheme during the accounting year beginning 1 April Operating lease commitments At 31 March 2014 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 2014 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 27,000 (2013: 126,000), having charged 6,000 (2013: 6,000) for services during the year. - At the year end the company owed 24,000 (2013: nil), having been charged 239,000 (2013: 239,000) for services during the year. - Included within accrued income at the year end is an amount of 465,000 due from CDS relating to the sale of intellectual property rights. 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 (2013: 85,000) was paid to the pension scheme during the year. 37

41 27. Related party transactions (continued) During the year D Broadway, a director, made a loan to CFH Docmail Limited of 100,000, which was fully repaid at the year end. No interest was charged on this loan The company has taken exemption under FRS8 not to disclose transactions with group companies as the consolidated accounts of the group are publicly available. 28. Controlling Party The shareholders in unison control the company. No individual shareholder has a controlling interest and therefore there is no ultimate controlling party. 29. Principal Subsidiaries Subsidiaries at 31 March 2014 are: Company Name Country Percentage Shareholding Description Dotpost Limited England 100% Dormant Docmail 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 Limited England 100% Dormant CFH Services Limited England 100% Dormant Info-Source Publishing Limited England 100% Dormant Mercury Workflow Solutions Limited England 100% Dormant Mercury Secured Mail 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. 38

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43 PRODUCING AND DELIVERING DOCUMENTS IN THE MOST COST EFFECTIVE, EFFICIENT AND ENVIRONMENTALLY FRIENDLY WAY CFH Docmail 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