Stampin' Up! UK Limited - Limited company accounts 20.1

REGISTERED NUMBER: 06039514 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2020

FOR

STAMPIN' UP! UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

5

Balance Sheet

6

Notes to the Financial Statements

7

DIRECTORS:

Mr J K Howes

Ms C Hancock

REGISTERED OFFICE:

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

REGISTERED NUMBER:

06039514 (England and Wales)

AUDITORS:

Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

The directors present their report with the financial statements of the company for the year ended 31st December 2020.

DIRECTORS

The directors shown below have held office during the whole period from 1st January 2020 to the end of the financial period:

Mr J K Howes (resigned June 2021)

Ms C Hancock (resigned June 2021)

The directors shown below have held office from June 2021 to the date of this report:

Mr L Sutherland (appointed June 2021)

Mrs M Hunt (appointed June 2021)

POLITICAL DONATIONS AND EXPENDITURE

No political donations were made during the year (2019 - £nil).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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), 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 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Richardson Jones, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mrs M L Hunt - Director

27th September 2021

Opinion

We have audited the financial statements of Stampin' Up! UK Limited (the 'company') for the year ended 31st December 2020 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, 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 31st December 2020 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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 Report of the Directors.

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 directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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 a Report of the Auditors 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:

We gained an understanding of the legal and regulatory framework applicable to Stampin' Up! UK Limited and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to the Companies Act 2006 and UK tax legislation. Our procedures included:

- agreeing the financial statement disclosures to underlying supporting documentation

- enquiries with management

- understanding of management's internal controls designed to prevent and detect irregularities

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 Report of the Auditors.

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 a Report of the Auditors 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.

G Thrush (Senior Statutory Auditor)

for and on behalf of Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

27th September 2021

TURNOVER

3,147,988

2,985,965

Cost of sales

1,456,833

1,188,457

GROSS PROFIT

1,691,155

1,797,508

Distribution costs

479,965

467,173

Administrative expenses

1,036,778

1,229,080

1,516,743

1,696,253

OPERATING PROFIT

4

174,412

101,255

Interest payable and similar expenses

40,413

39,683

PROFIT BEFORE TAXATION

133,999

61,572

Tax on profit

37,276

-

PROFIT FOR THE FINANCIAL YEAR

96,723

61,572

FIXED ASSETS

Tangible assets

5

1,799

928

CURRENT ASSETS

Debtors

6

234,060

281,111

Cash at bank

869,658

494,928

1,103,718

776,039

CREDITORS

Amounts falling due within one year

7

2,146,871

1,915,044

NET CURRENT LIABILITIES

(1,043,153

)

(1,139,005

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,041,354

)

(1,138,077

)

CAPITAL AND RESERVES

Called up share capital

8

25,000

25,000

Retained earnings

(1,066,354

)

(1,163,077

)

SHAREHOLDERS' FUNDS

(1,041,354

)

(1,138,077

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 27th September 2021 and were signed on its behalf by:

Mrs M L Hunt - Director

1.	STATUTORY INFORMATION

Stampin' Up! UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statement have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on the going concern basis. The director believes this basis or preparation to be appropriate as the ultimate parent company, Stampin' Up Inc., has provided a written undertaking not to withdraw existing funds and to provide additional funding for at least 12 months from the date of approval of these financial statements to enable the company to continue to trade and meet its obligations as they fall due.

The director is confident that the promised support will be forthcoming and accordingly the financial statements do not contain any adjustments which may arise if the parent company support is withdrawn.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Turnover

Turnover represents the sale of goods and events net of Value Added Tax and discounts.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2019 - 2 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.20

31.12.19

£

£

Depreciation - owned assets

318

26

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1st January 2020

9,398

Additions

1,189

At 31st December 2020

10,587

DEPRECIATION

At 1st January 2020

8,470

Charge for year

318

At 31st December 2020

8,788

NET BOOK VALUE

At 31st December 2020

1,799

At 31st December 2019

928

6.

DEBTORS

31.12.20

31.12.19

£

£

Amounts falling due within one year:

Other debtors

6,082

9,802

Prepayments

9,915

15,970

15,997

25,772

Amounts falling due after more than one year:

Deferred tax

218,063

255,339

Aggregate amounts

234,060

281,111

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.20

31.12.19

£

£

Trade creditors

600

348

Amounts owed to group undertakings

1,834,993

1,603,740

Social security and other taxes

3,456

2,767

VAT

127,166

108,138

Other creditors

46,860

34,879

Deferred income

29,019

22,812

Accrued expenses

104,777

142,360

2,146,871

1,915,044

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.20

31.12.19

value:

£

£

25,000

Ordinary

1

25,000

25,000

9.	RELATED PARTY DISCLOSURES

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.

10.	ULTIMATE CONTROLLING PARTY AND GOING CONCERN

The ultimate controlling party is S. Gardner.

S. Gardner is the ultimate controlling party by virtue of her 93% shareholding in the ultimate parent company Stampin' Up! Inc.

The company is a UK subsidiary of a larger trading group. The majority of products and services are purchased from other group companies. By nature of this trading dependency, there is a inherent going concern reliant on the rest of the group. Without the amount of support from the group, the company would not be able to continue. The holding company and group is fully supportive of the UK operation and currently has no intention of withdrawing support.

11.	SUBSEQUENT EVENTS

The World Health Organization (WHO) announced on 31 January 2020 a global health emergency related to a new strain of Coronavirus originating in Wuhan, China (Covid-19 outbreak) and the associated risks to international communities, and the global economy, as the virus spreads beyond its point of origin. On 11 March 2020, the WHO classified the Covid-19 outbreak as a pandemic due to a rapid increase in global exposures. These events are having a significant negative impact on global stock markets, currencies, and general business activities. The timing and extent of the impact and recovery from the Covid-19 outbreak is unknown but may have an impact on the company's activities in an uncertain global market, although as stated in the Director's Report it is expected that the company is well placed to overcome these challenges in the foreseeable future.

Subsequent to the company's financial year end, the global pandemic has continued into 2021. The company has adapted its business plans to the new economic and business landscape but it remains uncertain for how long the event will continue and how much of a financial impact it will have.