ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Caseware UK (AP4) 2021.0.152 2021.0.152 2021-12-312021-12-31falseprovision of high quality services in relation to coupons and vouchers for fast moving consumer brands, grocery retailers, airlines and publishers.172021-01-0125truefalseThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 03927916 2021-01-01 2021-12-31 03927916 2020-01-01 2020-12-31 03927916 2021-12-31 03927916 2020-12-31 03927916 2020-01-01 03927916 2 2021-01-01 2021-12-31 03927916 1 2021-01-01 2021-12-31 03927916 d:Exceptional 1 2021-01-01 2021-12-31 03927916 d:Exceptional 1 2020-01-01 2020-12-31 03927916 e:Director1 2021-01-01 2021-12-31 03927916 e:Director1 2021-12-31 03927916 e:Director2 2021-01-01 2021-12-31 03927916 e:Director2 2021-12-31 03927916 e:Director3 2021-01-01 2021-12-31 03927916 e:Director3 2021-12-31 03927916 e:Director4 2021-01-01 2021-12-31 03927916 e:Director4 2021-12-31 03927916 e:Director5 2021-01-01 2021-12-31 03927916 e:Director5 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Registered number: 03927916

VALASSIS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

Whitings LLP

Chartered Accountants

The Old School House

Dartford Road

March

Cambridgeshire

PE15 8AE

VALASSIS LIMITED

COMPANY INFORMATION

Directors	C-H Rossignol (appointed 21 July 2021)
	T Caulier (appointed 9 December 2021)
	C E D'Oyly (resigned 20 August 2021)
	S Albright (resigned 21 July 2021)
	H W Ashton (appointed 9 December 2021, resigned 9 February 2022)
	P Taylor (appointed 1 September 2021, resigned 9 February 2022)
	Baker One Investments SRL (appointed 21 July 2021)
	Cassini SRL (appointed 21 July 2021)
	Ponsardin Industries (appointed 21 July 2021)


Registered number	03927916


Registered office	C/O Peachey & Co LLP
	95 Aldwych
	London
	WC2B 4JF


Independent auditors	Whitings LLP
	Chartered Accountants & Statutory Auditor
	The Old School House
	Dartford Road
	March
	Cambridgeshire
	PE15 8AE

VALASSIS LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 7
Statement of comprehensive income	8
Balance sheet	9
Statement of changes in equity	10
Notes to the financial statements	11 - 27

VALASSIS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

Introduction

The principal activity of the Company was, up until the hive-down, the provision of high quality services in relation to coupons and vouchers for fast moving consumer brands, grocery retailers, airlines and publishers

Business review

During the year the Company and its subsidiaries were acquired by Cassini SRL.
As a Board, we are satisfied with the financial performance of the business considering the challenges faced as
a result of the COVID-19 pandemic.
On 31 August 2021 the trade, assets and employees of the Company were hived-down to a seperate trading subsidiary.
The Company operated in the coupon services sector until the above hive-down when the Company became dormant.
The profit for the 2021 financial year was £2,723,377 (2020 - £2,425,587).

Principal risks and uncertainties

The management of the business and the execution of the Company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the Company were, up to the hive-down date considered to be variable levels of coupon demand and continuing development of voucher technology.
To manage these key risks the Company kept abrest of the latest technologies in the industry and invested in IT systems and digital solutions.
Prior to the hive-down, the Company recruited and trained its staff to give high class customer service in order to provide a class leading solution to its blue chip retail customers and manufacturers.

Financial key performance indicators

The Company uses a number of financial measures to monitor progress against strategies and corporate
objectives. These include turnover, gross profit, net profit and net worth.

Other key performance indicators

Other key performance indicators include coupons processed.

This report was approved by the board and signed on its behalf.

___________________________

C-H Rossignol

Director

Date: 9 June 2022

Page 1

VALASSIS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for the year ended 31 December 2021.

Directors' responsibilities statement

The directors are responsible for preparing the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements 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 Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,723,377 (2020 - £2,425,587).

During the year and prior to the acquisition by Cassini SRL the Company paid a dividend of £1,953,739 (2020 - £1,841,110) to its previous immediate parent company.

Directors

The directors who served during the year were:

C-H Rossignol (appointed 21 July 2021)

T Caulier (appointed 9 December 2021)

C E D'Oyly (resigned 20 August 2021)

S Albright (resigned 21 July 2021)

H W Ashton (appointed 9 December 2021, resigned 9 February 2022)

P Taylor (appointed 1 September 2021, resigned 9 February 2022)

Baker One Investments SRL (appointed 21 July 2021)

Cassini SRL (appointed 21 July 2021)

Ponsardin Industries (appointed 21 July 2021)

Future developments

Following the hive-down the Company no longer trades and is therefore considered dormant.

Page 2

VALASSIS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

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 the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the 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's auditors are aware of that information.

Post balance sheet events

Since the year end, investments shown on the balance sheet at a cost of £8,769,417 have been transferred to the Company's immediate parent company, Cassini SRL, for a total consideration of £8,769,417.

Auditors

The auditors, Whitings LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

C-H Rossignol

Director

Date: 9 June 2022

Page 3

VALASSIS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALASSIS LIMITED

Opinion

We have audited the financial statements of Valassis Limited (the 'Company') for the year ended 31 December 2021, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2021 and of its 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 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

VALASSIS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALASSIS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

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

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

∙the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Page 5

VALASSIS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALASSIS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
• Enquiry of management around actual and potential litigation and claims;
• Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations; and
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 6

VALASSIS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALASSIS LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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.

Mark Haydon BA CA (Senior statutory auditor)

for and on behalf of

Whitings LLP

Chartered Accountants & Statutory Auditor

The Old School House

Dartford Road

March

Cambridgeshire

PE15 8AE

21 June 2022

Page 7

VALASSIS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

	2021	2020
Note	£	£


Turnover	4	2,429,592	3,040,830
Cost of sales		(2,154,542)	(3,040,927)
Gross profit/(loss)		275,050	(97)
Administrative expenses		(796,365)	(1,159,676)
Operating loss	5	(521,315)	(1,159,773)
Exceptional operating expenses	13	(106,080)	-
Loss on ordinary activities before interest		(627,395)	(1,159,773)
Income from fixed assets investments	9	3,681,154	3,672,437
Amounts written off investments		(330,027)	-
Interest payable and similar expenses	10	(355)	(87,077)
Profit before tax		2,723,377	2,425,587
Profit for the financial year		2,723,377	2,425,587

Other comprehensive income for the year

Total comprehensive income for the year	2,723,377	2,425,587

The notes on pages 11 to 27 form part of these financial statements.

Page 8

VALASSIS LIMITED

REGISTERED NUMBER: 03927916

BALANCE SHEET

AS AT 31 DECEMBER 2021

		2021		2020
Note		£		£

Fixed assets
Intangible assets	14		-		328,089
Tangible assets	15		-		14,476
Investments	16		10,706,715		8,542,862
			10,706,715		8,885,427
Current assets
Debtors: amounts falling due within one year	17	53,208		3,277,751
Cash at bank and in hand	18	-		5,287,716
		53,208		8,565,467
Creditors: amounts falling due within one year	19	(53,206)		(7,513,815)
Net current assets			2		1,051,652
Total assets less current liabilities			10,706,717		9,937,079

Net assets			10,706,717		9,937,079

Capital and reserves
Called up share capital	21	616,430	616,430
Share premium account	22	-	8,397,551
Capital redemption reserve	22	-	1,869,386
Profit and loss account	22	10,090,287	(946,288)
		10,706,717	9,937,079

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

___________________________

C-H Rossignol

Director

Date: 9 June 2022

The notes on pages 11 to 27 form part of these financial statements.

Page 9

VALASSIS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2020	616,430	8,397,551	1,869,386	(1,530,765)	9,352,602
Comprehensive income for the year
Profit for the year	-	-	-	2,425,587	2,425,587
Dividends: Equity capital	-	-	-	(1,841,110)	(1,841,110)

At 1 January 2021	616,430	8,397,551	1,869,386	(946,288)	9,937,079
Comprehensive income for the year
Profit for the year	-	-	-	2,723,377	2,723,377
Dividends: Equity capital	-	-	-	(1,953,739)	(1,953,739)
Transfer to/from profit and loss account	-	(8,397,551)	(1,869,386)	10,266,937	-
At 31 December 2021	616,430	-	-	10,090,287	10,706,717

The notes on pages 11 to 27 form part of these financial statements.

Page 10

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

1.	General information

Valassis Limited is a company registered in England and Wales, registration number 03927916. The registered office is C/O Peachey & Co LLP, 95 Aldwych, London, England, WC2B 4JF.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an overseas state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes the Company will remain in existence for at least the 12 month period from the date the financial statements are approved by the directors.

Page 11

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

Turnover

All turnover, which is stated net of value added tax, is in respect of coupon clearing and data management and other services provided during the year. In the opinion of the directors this represents one class of business. Turnover is recognised upon the processing of coupons and the delivery of other marketing and media services. All turnover is to external third parties.

2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 12

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.9

Employee benefits

Short-term employee benefits and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred.

2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 13

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Goodwill	-	20	years
				Computer software	-	3	years

Page 14

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	Included in fixtures and fittings
Plant and machinery	-	5-10 years
Fixtures and fittings	-	5-7 years
Office furniture	-	Included in fixtures and fittings
Office equipment	-	3-5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Impairment of assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in profit or loss.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 15

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.18

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 16

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make assumptions concerning the future and stimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. The estimates and assumptions are based on historical experience and expectation of future events and are set out below:
Judgements in applying accounting policies
The directors must judge whether all of the conditions required for the turnover to be recognised in profit or loss for the year, as set out in note 2.4 above have been met.
Sources of estimation uncertainty:
Impairment of fixed assets
The Company has tested goodwill for impairment which includes judgement in determining if the carrying value of goodwill is still appropriate to its future activities. It has also undertaken a similar analysis to assess the carrying value of investments for impairment.
Provisions
The Company has recognised provisions for revenue credits, impairment of trade receivables, and employee's bonuses in its financial statements which requires management to make judgements. The judgements, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other reasonable factors and disclosed in the notes to the accounts as appropriate.
Changes in estimates of useful economic lives
The Company assesses the remaining useful lives of leasehold improvements, plant and machinery on an annual basis and, if expectations differ from previous estimates, changes are accounted for in the estimates of useful lives. Estimated useful lives are disclosed in the accounting policy above.

Turnover	2,429,592	3,040,830
	2,429,592	3,040,830

Analysis of turnover by country of destination:

					2021	2020
					£	£

United Kingdom	2,429,592	3,040,830
	2,429,592	3,040,830

Page 17

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

	Exchange differences	114,152	7,101
	Other operating lease rentals	29,912	46,977

6.	Auditors' remuneration
		2021	2020
		£	£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements

9,000

31,000

The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.

Wages and salaries	492,132	1,296,292
Social security costs	215,667	161,434
Cost of defined contribution scheme	56,969	80,070
	764,768	1,537,796

The average monthly number of employees, including the directors, during the year was as follows:

	2021	2020
	No.	No.

Operations, administration and management	17	25

Page 18

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

8.	Directors' remuneration
		2021	2020
		£	£

Directors' emoluments	150,430	340,000
Company contributions to defined contribution pension schemes	6,667	16,000
	157,097	356,000

	During the year retirement benefits were accruing to 1 director (2020 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £150,430 (2020 - £297,907).
	The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,667 (2020 - £12,000).

9.	Income from investments
		2021	2020
		£	£

Dividends received from unlisted investments	3,681,154	3,672,437
	3,681,154	3,672,437

10.	Interest payable and similar expenses
		2021	2020
		£	£

	Other loan interest payable	355	87,077
		355	87,077

Page 19

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021



Total current tax	-	-

	Deferred tax
	Total deferred tax	-	-


	Taxation on profit on ordinary activities	-	-

Profit on ordinary activities before tax

2,723,377

2,425,587

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)	517,442	460,862
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	86,902	22,875
Capital allowances for year in excess of depreciation	(5,897)	(8,249)
Dividends receivable	(699,419)	(697,763)
Movement in unrelieved tax losses carried forward	100,972	222,275
Total tax charge for the year	-	-

Factors that may affect future tax charges

During the year there was a hive-down of the Company's operations to a subsidiary undertaking. It is not expected that the company will have any taxable income in the future. The available trading tax losses have been transferred to the subsidiary undertaking as part of the hive-down.
At the year end the Company has non-trade loan relationship debits of £4.31m available for carry forward to be set against future non-trade loan relationship credits.

Page 20

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

12.	Dividends
		2021	2020
		£	£

Ordinary
Dividends paid	1,953,739	1,841,110
	1,953,739	1,841,110

13.	Exceptional items
		2021	2020
		£	£

	Restructuring costs	106,080	-
	Total	106,080	-

Included in restructuring costs which are costs borne by the company in relation to the transfer of the group from NCH Marketing Services Inc to Cassini Srl are a related bonus of £92,380 and professional fees of £13,700.

Page 21

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

14.	Intangible assets

	Computer software	Goodwill	Total
	£	£	£

At 1 January 2021	814,000	7,705,494	8,519,494
Additions - internal	55,588	-	55,588
Intra-group transfers	(869,588)	(7,705,494)	(8,575,082)
At 31 December 2021	-	-	-

At 1 January 2021	485,911	7,705,494	8,191,405
Charge for the year on owned assets	22,900	-	22,900
Intra-group transfers	(508,811)	(7,705,494)	(8,214,305)
At 31 December 2021	-	-	-
Net book value
At 31 December 2021	-	-	-
At 31 December 2020	328,089	-	328,089

Page 22

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

15.	Tangible fixed assets

	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£

At 1 January 2021	33,170	337,916	277,761	648,847
Intra-group transfers	(33,170)	(337,916)	(277,761)	(648,847)
At 31 December 2021	-	-	-	-

At 1 January 2021	31,483	337,916	264,973	634,372
Charge for the year on owned assets	530	-	6,990	7,520
Intra-group transfers	(32,013)	(337,916)	(271,963)	(641,892)
At 31 December 2021	-	-	-	-
Net book value
At 31 December 2021	-	-	-	-
At 31 December 2020	1,687	-	12,789	14,476

16.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2021	8,542,862
	Additions	2,493,880
	Amounts written off	(330,027)
	At 31 December 2021	10,706,715

Page 23

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

NCH Marketing Services Limited	Weldon House, Corby Gate Business Park, Priors Haw Road, Corby, NN17 5JG	Ordinary	100%
Valassis Sp.Z.o.o	Kolobrrzeska 56, 78-200 Bialogard, Poland	Ordinary	100%
Valassis SRL	Via Grosio, 10/8, 20151 Milano	Ordinary	100%
Valassis GmbH	Cristoph-Probst-Weg 3, 20251 Hamburg	Ordinary	100%
Valassis Communications S.L.	C/Gonzalo Chacon 5, Aranjuez 28300, Spain	Ordinary	100%

17.

Debtors

					2021	2020
					£	£


Trade debtors	-	2,565,554
Amounts owed by group undertakings	53,208	340,064
Other debtors	-	214,384
Prepayments and accrued income	-	157,749
	53,208	3,277,751

18.	Cash and cash equivalents
		2021	2020
		£	£

Cash at bank and in hand	-	5,287,716
	-	5,287,716

Page 24

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

19.	Creditors: Amounts falling due within one year
		2021	2020
		£	£

Trade creditors	-	3,778,577
Amounts owed to group undertakings	53,206	2,806,279
Other taxation and social security	-	205,874
Other creditors	-	3,560
Accruals and deferred income	-	719,525
	53,206	7,513,815

20.	Financial instruments
		2021	2020
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	-	5,287,716

Financial assets measured at fair value through profit or loss comprise of cash at bank and in hand.

21.	Share capital
		2021	2020
		£	£

Allotted, called up and fully paid

616,430 (2020 - 616,430) Ordinary shares of £1.00 each	616,430	616,430

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.

Page 25

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

22.

Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.

Capital redemption reserve

This reserve represents the nominal value of all share capital redeemed and cancelled in current and prior periods and thereby establishes a fixed capital of the Company.

Profit and loss account

Includes all current year and prior period retained profits and losses less dividends paid.

23.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £56,969 (2020 - £80,070) .

Not later than 1 year	-	60,932
Later than 1 year and not later than 5 years	-	157,408
	-	218,340

25.

Related party transactions

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group.
Remuneration paid to key management during the year amounted to £157,097 (2020 - £356,000).
On 31 August 2021 there was a hive-down of the operations of the Company to the subsidiary company NCH Marketing Services Ltd.

Page 26

VALASSIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

26.	Post balance sheet events

27.	Controlling party

The company is a subsidiary undertaking of its immediate parent company, Cassini SRL, a company incorporated in Belgium. The registered office being 8902, leper, Zandvoordestraat, 78.
The ultimate controlling parties of the Company are Mr C-H Rossignol and Mr T Caulier.

Page 27