HERITAGE_ENVELOPES_LIMITE - Accounts


Company Registration No. 02035889 (England and Wales)
HERITAGE ENVELOPES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PM+M Solutions for Business LLP
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
HERITAGE ENVELOPES LIMITED
COMPANY INFORMATION
Directors
M Sears
T Schwarz
J De Couespel
Company number
02035889
Registered office
Heritage House
Davyfield Road
Blackburn
Lancashire
BB1 2LU
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
Bankers
Barclays Bank Plc
First Floor
3 Hardman Street
Spinningfields
Manchester
M3 3HF
HERITAGE ENVELOPES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 26
HERITAGE ENVELOPES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 1 -

The directors present the strategic report for the year ended 31 December 2021.

Fair review of the business

The principal activities of the business are the manufacture and sale of envelopes to the bespoke, mail order, office product and transactional markets. The business has also diversified into the manufacture of paper bakery bags.

 

COVID19 continued to dominate the early part of 2021, and subsequent lockdowns occurred in the first quarter of the year. This affected envelope sales during the year and volumes were down for the year by 10.8% compared with 2020. At the start of the year the business began production of paper bakery bags for the group within the UK, and these increased volumes sold in excess of 100m bags in its first year. The business plans growth in this area for subsequent years, as retailers move away from plastic packaging.

 

The business was able to take advantage of the Government’s Coronavirus Job Retention Scheme (CJRS) when required during the year, but this was a reduction on the 2020 support required.

 

Following a review of the UK element of the Mayer Kuvert Network Gmbh Group, the business announced that on the 1st December 2021 Heritage would acquire the trade and assets of Eagle Envelopes Ltd. This would allow Heritage to better support the customer base within the UK, by structuring operations through one operating company.    Both businesses had been working closely together for some years, and shared key management personnel.

 

Principal risks and uncertainties

The principal risks to the business include the supply and cost of raw materials including any GBP/EURO currency fluctuations, continual decline in the total envelope market and obtaining sufficient credit insurance on the customer base. In terms of raw materials, the company, as part of the Mayer-Kuvert-Network and the largest envelope manufacturing group in Europe, is in a good position to maintain supply and also benefit from group buying power in terms of cost. As far as the declining market is concerned, the company continues to play to its strengths of quality and speed of response to retain existing customers and develop relationships with new sources of business. The business has also diversified into additional markets, as already mentioned. In terms of credit insurance, the company reviews the policy closely along with local and group brokers to manage the risk and uncertainty of trading with the print and paper sectors.

 

COVID19 continues to be high priority within the business, and the organisation follows government guidelines, recommendations and law at all times.

 

HERITAGE ENVELOPES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Financial key performance indicators

The key performance indicators for the business are turnover, free cash flow, gross and net profit margins, stock holding duration and debtor days.

 

Sales performance

The sales in the year to December 2021 decreased by 2.5% (£437k) compared with 2020. The reduction was mainly attributable to the decline in envelope sales during the year (£1,413k). Also reduced income from sales of waste paper due to lower production (£72K). During the year the business diversified into the production of paper bakery bags. Revenue from these sales contributed well to the sales performance in the year, and subsequent years look to improve on this start.

 

Gross and operating profit margins

Gross profit performance on a like for like basis decreased in 2021 from 16.4% to 13.1%. The decreased GM was attributable to increase in paper and other raw material costs, along with increased market competitiveness. At operating profit level, the margin decreased from 1.4% in 2020 to (0.8%) in 2021. This was mainly due to an impairment loss of £905k on the value of the goodwill resulting from the acquisition of Eagle Envelopes Ltd. On a like for like basis the margin is 4.5%.

 

Stock Holding Days

The average number of days stock turn in 2021 was 59 (2020 – 48). Stock levels continue to be regularly monitored and adjusted in accordance to anticipated future levels of activity. Paper supply volumes will be a key focus going into 2022 as Stora Enso move away from the envelope market, and the industry adapts to the UPM strike situation. The business is fully supported by its parent company Mayer Kuvert Network in seeking additional volumes from alternative suppliers.

 

Debtor Days

The average number of debtor days in 2021 was 87 (2020 – 76). Debtors continue to be regularly monitored and actively managed.

Future developments

The company continually reviews the risks which it is facing. Any impact on sales and production is being closely monitored, and decisions are being taken where necessary to adapt the business to the current trading environment.

 

Cash control is a key focus on the management team and plans are in place to ensure this is closely monitored over the coming period.

 

Although the trading environment is forecast to remain uncertain, the Directors feel that the company is well placed to meet the challenges ahead. Future acquisition of new machinery will enable the business to develop new relationships and explore new markets, along with diversification into the paper bag market.

 

On behalf of the board

M Sears
Director
1 June 2022
HERITAGE ENVELOPES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -

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

Principal activities

The principal activity of the company was that of selling envelopes to mail order, office product and transactional markets and the manufacture and sale of paper bags.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M Sears
T Schwarz
J De Couespel
Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Financial instruments

The company's principal financial risk instruments comprise bank funding, secured loan, finance and hire purchase loans, stock management, trade creditors and trade debtors. The main purpose of the instruments is to raise funds for the company's operations and to finance them. Owing to the nature of the financial instruments used by the company there is minimal exposure to risk.

 

In respect of bank funding and secured loans, the liquidity is managed by maintaining a balance between the continuity of funding forecasts and flexibility through the use of the bank facilities.

 

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

 

Trade debtors' credit and cash flow risks are managed by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding in terms of credit limits.

 

The company finances acquisitions of tangible fixed assets via finance leases and hire purchase agreements.

 

Uncertainties concerning the ever-changing relationships between Sterling and Euro, paper pulp prices and mill prices and bank rates of interest are managed by monthly internal business reviews.

Employee involvement

The company continues to involve its staff in the decision-making process and communicates regularly with them during the year. The company aims for all its staff and applicants for employment, is to fit the qualifications, aptitude and ability of each individual to the appropriate job and to provide equal opportunity, regardless of sex, religion or ethnicity. The company does all that is practicable to meet is responsibility towards the employment and training of disabled people.

Future developments

Although the trading environment is forecast to remain uncertain, the Directors feel that the company is well placed to increase its market share. Through the development of patented products and new technologies, the business has the capability to develop new relationships and explore new markets.

Auditor

The auditor, PM+M Solutions for Business LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

HERITAGE ENVELOPES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

  •     select suitable accounting policies and then apply them consistently;

  •     make judgements and 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 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Environmental matters

The company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The company has complied with all applicable legislation and regulations. The company’s focus and commitment to the environment has been enhanced though the attainment of FSC ® (FSC-C022608), PEFC and ISO14001 certification.

On behalf of the board
M Sears
Director
1 June 2022
HERITAGE ENVELOPES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF HERITAGE ENVELOPES LIMITED
- 5 -
Opinion

We have audited the financial statements of Heritage Envelopes 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 notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 Auditor's 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

HERITAGE ENVELOPES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF HERITAGE ENVELOPES LIMITED
- 6 -
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 and the directors' report.

 

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, 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 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, 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.

Auditor's 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 auditor's 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

 

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

 

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

HERITAGE ENVELOPES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF HERITAGE ENVELOPES LIMITED
- 7 -

Identifying and assessing potential risks related to irregularities

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

 

  • the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

  • results of our enquiries of management about their own identification and assessment of the risks of irregularities;

  • the matters discussed among the audit engagement team and relevant specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

  • any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

    • identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

    • detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

    • the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Company's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

  • reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

  • enquiring of management concerning actual and potential litigation and claims;

  • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

  • reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

  • in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

HERITAGE ENVELOPES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF HERITAGE ENVELOPES LIMITED
- 8 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member for our audit work, for this report, or for the opinions we have formed.

Christopher Johnson FCA (Senior Statutory Auditor)
For and on behalf of PM+M Solutions for Business LLP
10 June 2022
Chartered Accountants
Statutory Auditor
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
HERITAGE ENVELOPES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
2021
2020
Notes
£
£
Turnover
3
17,262,692
17,699,675
Cost of sales
(15,002,960)
(15,039,345)
Gross profit
2,259,732
2,660,330
Administrative expenses
(2,469,349)
(2,669,528)
Other operating income
3
78,079
255,671
Operating (loss)/profit
4
(131,538)
246,473
Interest payable and similar expenses
7
(133,295)
(166,407)
(Loss)/profit before taxation
(264,833)
80,066
Tax on (loss)/profit
8
285,900
29,955
Profit for the financial year
21,067
110,021

The profit and loss account has been prepared on the basis that all operations are continuing operations.

HERITAGE ENVELOPES LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2021
31 December 2021
- 10 -
2021
2020
Notes
£
£
£
£
Fixed assets
Goodwill
10
984,000
-
0
Tangible assets
11
6,386,356
7,235,327
7,370,356
7,235,327
Current assets
Stocks
12
2,445,919
1,936,607
Debtors
13
6,732,104
6,903,836
Cash at bank and in hand
190,381
153,262
9,368,404
8,993,705
Creditors: amounts falling due within one year
14
(5,441,118)
(4,827,296)
Net current assets
3,927,286
4,166,409
Total assets less current liabilities
11,297,642
11,401,736
Creditors: amounts falling due after more than one year
15
(2,525,797)
(5,063,092)
Provisions for liabilities
18
(917,134)
-
0
Net assets
7,854,711
6,338,644
Capital and reserves
Called up share capital
21
1,495,650
650
Revaluation reserve
147,287
147,287
Other reserves
600
600
Profit and loss reserves
6,211,174
6,190,107
Total equity
7,854,711
6,338,644
The financial statements were approved by the board of directors and authorised for issue on 1 June 2022 and are signed on its behalf by:
M Sears
Director
Company Registration No. 02035889
HERITAGE ENVELOPES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 11 -
Share capital
Revaluation reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2020
650
147,287
600
6,080,086
6,228,623
Year ended 31 December 2020:
Profit and total comprehensive income for the year
-
-
-
110,021
110,021
Balance at 31 December 2020
650
147,287
600
6,190,107
6,338,644
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
-
21,067
21,067
Issue of share capital
21
1,495,000
-
-
-
1,495,000
Balance at 31 December 2021
1,495,650
147,287
600
6,211,174
7,854,711
HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 12 -
1
Accounting policies
Company information

Heritage Envelopes Limited is a private company limited by shares incorporated in England and Wales. The registered office is Heritage House, Davyfield Road, Blackburn, Lancashire, BB1 2LU.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements as permitted by FRS102:

 

  • The requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv).

  • The requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d).

  • The requirements of Section 11 paragraphs 11.39 to 11.48A and Section 12 paragraphs 12.26 to 12.29A

  • The requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23,

  • The requirement of Section 33 Related Party Disclosures paragraph 33.7.

 

This information is included in the consolidated financial statements of Mayer Kuvert GmbH as at 31 December 2021 and these financial statements may be obtained from Wannenackerstrasse 65, 74078 Heilbronn, Germany.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 13 -
1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is five years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Plant and equipment
15% reducing balance
Fixtures and fittings
15% - 25% reducing balance
Motor vehicles
25% reducing balance

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 14 -
1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including creditors, loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 16 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 17 -
1.16
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. The main areas of judgement are in relation to stock and debtor provisions and the useful economic lives/residual values of the company's fixed assets.

3
Turnover and other revenue
2021
2020
£
£
Other revenue
Grants received
78,079
255,671

Included within grants received is £61,183 (2020 - £246,275) which was received as part of the government JRS scheme.

2021
2020
£
£
Turnover analysed by geographical market
United Kingdom
16,705,171
17,129,392
Rest of Europe
557,521
570,283
17,262,692
17,699,675
HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 18 -
4
Operating (loss)/profit
2021
2020
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(372,150)
373,861
Government grants
(78,079)
(255,671)
Fees payable to the company's auditor for the audit of the company's financial statements
17,000
17,000
Depreciation of owned tangible fixed assets
855,210
502,235
Depreciation of tangible fixed assets held under finance leases
37,374
76,454
Loss on disposal of tangible fixed assets
7,540
745
Impairment of intangible assets
905,200
-
0
Operating lease charges
37,355
29,272
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2021
2020
Number
Number
Administration
17
19
Production
101
112
Total
118
131

Their aggregate remuneration comprised:

2021
2020
£
£
Wages and salaries
3,189,914
3,337,661
Social security costs
267,823
274,361
Pension costs
88,558
99,521
3,546,295
3,711,543
6
Directors' remuneration
2021
2020
£
£
Remuneration for qualifying services
155,929
162,855
Company pension contributions to defined contribution schemes
3,042
12,083
158,971
174,938

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2020 - 1).

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 19 -
7
Interest payable and similar expenses
2021
2020
£
£
Interest on bank overdrafts and loans
41,724
38,478
Other interest on financial liabilities
84,911
100,823
Interest on finance leases and hire purchase contracts
6,660
27,106
133,295
166,407
8
Taxation
2021
2020
£
£
Deferred tax
Origination and reversal of timing differences
(285,900)
(29,955)

The actual credit for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2021
2020
£
£
(Loss)/profit before taxation
(264,833)
80,066
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2020: 19.00%)
(50,318)
15,213
Tax effect of expenses that are not deductible in determining taxable profit
389
1,625
Tax effect of income not taxable in determining taxable profit
-
0
(106)
Effect of change in corporation tax rate
(242,849)
(57,759)
Other non-reversing timing differences
6,878
10,697
Other permanent differences
-
0
375
Taxation credit for the year
(285,900)
(29,955)

The company has tax losses amounting to £19,560,444 (2020 - £4,796,026) subject to the agreement of HM Revenue and Customs, available for relief against certain future trading profits.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 20 -
9
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2021
2020
Notes
£
£
In respect of:
Goodwill
10
905,200
-
0
Recognised in:
Administrative expenses
905,200
-

£905,200 (2020 - £-) of impairment losses are recognised in administration expenses in the profit and loss account.

 

The recognition of the impairment loss occurred due to the company taking into consideration the value of goodwill at the acquisition of Eagle Envelopes Limited which was acquired during the current year.

10
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2021
626,045
Additions - business combinations
1,889,200
At 31 December 2021
2,515,245
Amortisation and impairment
At 1 January 2021
626,045
Impairment losses
905,200
At 31 December 2021
1,531,245
Carrying amount
At 31 December 2021
984,000
At 31 December 2020
-
0

More information on impairment movements in the year is given in note 9.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 21 -
11
Tangible fixed assets
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2021
2,856,128
347,330
15,506,936
2,293,436
416,908
21,420,738
Additions
-
0
116,700
-
0
-
0
-
0
116,700
Business combinations
-
0
-
0
43,429
-
0
-
0
43,429
Disposals
-
0
-
0
(92,634)
-
0
(201,646)
(294,280)
Transfers
-
0
(464,030)
405,620
58,410
-
0
-
0
At 31 December 2021
2,856,128
-
0
15,863,351
2,351,846
215,262
21,286,587
Depreciation and impairment
At 1 January 2021
1,018,088
-
0
11,327,306
1,663,431
176,578
14,185,403
Depreciation charged in the year
51,122
-
0
676,274
123,633
41,555
892,584
Eliminated in respect of disposals
-
0
-
0
(58,578)
-
0
(119,178)
(177,756)
At 31 December 2021
1,069,210
-
0
11,945,002
1,787,064
98,955
14,900,231
Carrying amount
At 31 December 2021
1,786,918
-
0
3,918,349
564,782
116,307
6,386,356
At 31 December 2020
1,838,041
347,330
4,179,630
629,996
240,330
7,235,327

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2021
2020
£
£
Motor vehicles
112,055
212,306
Depreciation charge for the year in respect of leased assets
37,374
76,454
12
Stocks
2021
2020
£
£
Raw materials and consumables
1,363,098
991,491
Finished goods and goods for resale
1,082,821
945,116
2,445,919
1,936,607

An impairment loss of £204,476 (2020 - £138,844) was recognised in cost of sales against slow moving and obsolete stocks.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 22 -
13
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
4,919,488
4,444,218
Amounts owed by group undertakings
464,429
1,443,359
Other debtors
14,659
51,197
Prepayments and accrued income
526,725
444,159
5,925,301
6,382,933
Deferred tax asset (note 19)
100,000
30,000
6,025,301
6,412,933
2021
2020
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 19)
706,803
490,903
Total debtors
6,732,104
6,903,836

Trade debtors subject to invoice discounting at 31 December 2021 totalled £4,919,488 (2020 - £4,444,218).

 

Amounts owed by group undertakings are not subject to any formal agreement, no interest is charged and no security is held.

14
Creditors: amounts falling due within one year
2021
2020
Notes
£
£
Obligations under finance leases
17
36,080
44,707
Trade creditors
1,033,764
899,667
Amounts owed to group undertakings
298,757
736,865
Corporation tax
2,215
2,215
Other taxation and social security
669,408
712,954
Other creditors
2,766,014
1,767,731
Accruals and deferred income
634,880
663,157
5,441,118
4,827,296

The other creditors comprise of the proceeds of invoice factoring facilities. The proceeds from the invoice discounting facility are secured by a fixed charge on trade debtors and a floating charge on all other assets of the company. The balance is repayable on demand.

 

 

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 23 -
15
Creditors: amounts falling due after more than one year
2021
2020
Notes
£
£
Obligations under finance leases
17
86,466
150,009
Other borrowings
16
2,431,388
4,886,348
Government grants
7,943
26,735
2,525,797
5,063,092

Certain loans from the parent company amounting to €2.9m are subject to formal agreements and interest is charged.

16
Loans and overdrafts
2021
2020
£
£
Loans from group undertakings
2,431,388
4,886,348
Payable after one year
2,431,388
4,886,348
17
Finance lease obligations
2021
2020
Future minimum lease payments due under finance leases:
£
£
Within one year
36,080
44,707
In two to five years
86,466
150,009
122,546
194,716

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18
Provisions for liabilities
2021
2020
£
£
Property lease rental
325,763
-
Dilapidations
591,371
-
917,134
-
0
HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
18
Provisions for liabilities
(Continued)
- 24 -
Movements on provisions:
Property lease rental
Dilapidations
Total
£
£
£
Additional provisions in the year
325,763
591,371
917,134

The provisions are an estimate of the likely unavoidable costs to the company arising from the property lease and related costs until the cessation of the lease.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2021
2020
Balances:
£
£
Accelerated capital allowances
(179,002)
(419,633)
Tax losses
954,938
940,061
Short term timing differnces
30,867
475
806,803
520,903
2021
Movements in the year:
£
Asset at 1 January 2021
(520,903)
Credit to profit or loss
(285,900)
Asset at 31 December 2021
(806,803)

The deferred tax asset set out above is expected to reverse over a period of more than 12 months and as such has been split to show the amount expected to be used within one year and amounts expected to be used after this period. The asset relates to the utilisation of tax losses against future expected profits of the same period.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 25 -
20
Retirement benefit schemes
2021
2020
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
88,558
99,521

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

 

21
Share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,495,650
650
1,495,650
650

On 21 December 2021, 1,495,000 of Ordinary shares were allotted. The nominal value was £1 per share and the amount paid was £1 per share.

22
Acquisitions
On 1 December 2021 the company acquired 100% of the issued capital of Eagle Envelopes Limited.
Fair Value
£
Fixed assets
43,439
Stock
212,776
Trade and other receivables
705,375
Cash and cash equivalents
11,564
Trade and other payables
(618,248)
Provisions
(933,259)
Total identifiable net assets
(578,353)
Goodwill
1,889,198
Total consideration
1,310,845
Satisfied by:
£
Intercompany loan
1,310,845

The goodwill arising on the acquisition of the business is attributable to the customer bases and losses attached to the trade.

HERITAGE ENVELOPES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 26 -
23
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2021
2020
£
£
Within one year
66,877
65,493
Between two and five years
30,415
80,713
97,292
146,206

Obligations under finance leases and hire purchase contracts are secured on the assets to which the agreement relate.

24
Capital commitments

Amounts contracted for but not provided in the financial statements:

2021
2020
£
£
Acquisition of tangible fixed assets
12,519
-
25
Related party transactions

FRS102 does not require disclosure of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

26
Ultimate controlling party

The immediate parent company is Mayer-Kuvert-Network GmbH, a company incorporated in Germany. The ultimate parent undertaking is Gold Richtig Verwaltungs-GmbH, also incorporated in Germany. The ultimate controlling party is Mr Bernd Wiedmann.

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