Konica Minolta Marketing Services LimitedLiquidiert

Charterhouse Print Management Limited

Düsseldorf

Jahresabschluss zum Geschäftsjahr vom 01.06.2011 bis zum 31.05.2012

Company Registration No. 03743483

Report and Financial Statements Year to 31 May 2012

Report and financial statements 2012

Contents

Officers and professional advisers

Directors' report

Directors' responsibilities statement

Independent auditor's report

Profit and loss account

Balance sheet

Notes to the accounts

Directors

Secretary

Registered Office

Bankers

Solicitors

Auditors

Directors' report

The directors present their annual report and the audited financial statements for Charterhouse Print Management (the "Company") for the year to 31 May 2012.

Principal Activity

The principal activity of the Company during the period was as a trading company which provided print procurement and management services.

Review of the Business

The directors are delighted to report that the Company had a robust trading performance this financial year. Turnover for the year stands at £75.8 million, a decrease from the prior period figure of £81.5 million, The gross profit decreased to £16.4 million (2011:£16.7 million).

The Company returned an operating profit of £3.1 million (2011:£4.8 million). Profit before tax was £3.1 million (2011: £4.9 million profit). The Company has a very healthy balance sheet with net assets of £13.5 million (2011: £I1.2 million) and cash balances of £5.0 million (2011:£4.0 million).

Results and Dividends

The profit for the period, after taxation, amounted to £2.3 million (2011: £3.5million). No dividends (2011: £nil) were proposed or paid during the period.

Principal Risks and Uncertainties

The principal risks and uncertainties facing the Company are:

Key performance indicators

The board review performance by reference to a number of Key Performance Indicators.

Future Strategy

Our clients expect delivery of a wide range of marketing services over a broad range of geographies. In this regard, Charterhouse is in an excellent position to meet its clients' future needs. We have developed a pan-European infrastructure which is capable of delivering a wide range of marketing services across the whole of Europe. As the European market continues to show greater acceptance and adoption of the print management model in 2012/13 and beyond, Charterhouse will leverage its leading position to win new pan-European contracts. Although we expect Print Management to remain our most significant service line, we expect demand for new service lines such as Digital, Permanent Point of Sale, and Merchandising to become more prevalent as clients seek to consolidate more of their marketing services spend to ensure efficient procurement and protection of their brands. Charterhouse is well placed to respond accordingly.

Directors

The directors, who served during the year and subsequently, are as follows:

Going concern

The Group of which this company is a part, is debt financed. In May 2009, the Group restructured the debt in the business and renegotiated the covenants with its lender. The Group's forecasts and projections, taking account of the existing net asset position, the requirement to service and repay the debt, and also taking account of reasonably possible changes in trading performance, demonstrate that the Group is able to operate within the level of its current banking facilities and we fully expect to meet all bank covenant conditions going forward.

After making enquiries, the directors have a reasonable expectation that the Group and the Company have adequate working capital to continue in operational existence for the foreseeable future, being not Less than 12 months from the date of approval of these financial statements. Accordingly the Group and the Company continues to adopt the going concern basis in preparing the annual Report and Accounts.

Disclosure of information to auditors

Each of the persons who is a director at the date of approval of this report confirms that:

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Auditor

Deloitte LLP have expressed their willingness to continue in office as auditor. A resolution for their reappointment will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors and signed on behalf of the Board

Directors' responsibilities statement

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable Iaw 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:

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,

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHARTERHOUSE PRINT MANAGEMENT LIMITED

We have audited the financial statements of Charterhouse Print Management Limited (the "Company") for the year ended 31 May 2012 which comprise the Profit and Loss Account, the Balance Sheet, and the related notes Ito 20. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 auditor report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements arc prepared is consistent with the financial statements.

Matters on which we are required to report by exception

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

Profit and loss account Year to 31 May

All of the company's operations are classed as continuing and there were no recognised gains or losses for 2012 and 2011 other than those included in the profit and loss account. Accordingly, no statement of recognised gains and losses is presented.

The attached notes form an integral part of these accounts and should be read in conjunction therewith,

Balance sheet 31 May 2012

These financial statements of Charterhouse Print Management Limited (registered company 03743483), were approved by the Board of Directors and authorised for issue or 5. November 2012.

Signed on behalf of the Board of Directors

Notes to the accounts Year to 31 May 2012

1. Accounting policies

a. Basis of preparation

The financial statements are prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards.

The Company is exempt by virtue of s401 of the Companies Act 2006 from the requirement to prepare group accounts. These financial statements present information about the company as an individual undertaking and not about its group.

b. Going concern

The directors have acknowledged their responsibility with respect to going concern along with the latest

guidance on going concern, and in reaching their conclusions have taken into accounts factors including:

The directors have appropriately considered the Group's risks and uncertainties, as fully described in the Directors' Report including:

After making enquiries, producing forecasts and projections for the Group which take account of possible changes in trading performance, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, being not less than 12 months from the date of approval.

Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

c. Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost over its expected useful life as follows:

d. Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

1. Accounting policies (continued)

A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

e. Current taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid or recovered using rates and laws that have been enacted, or substantively enacted, at the balance sheet date.

f. Turnover

Turnover represents net invoiced sales of goods and services, excluding value added tax and trade discounts.

Turnover is recognised when goods are physically delivered to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent there is a right to consideration and is recorded at the value of the consideration duc.

g. Investments

Fixed asset investments are shown at cost less provision for impairment.

h. Foreign currencies

Transactions in foreign currencies are translated into £ sterling at the rates of exchange prevailing on the transaction date. Assets and Iiabilities in foreign currencies are translated into £ sterling at the rates of exchange prevailing at the balance sheet date. Exchange differences are taken into account in arriving at the operating profit.

i. Pension costs

The Company operates a defined contribution 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. All contributions were paid in the year.

j. Work in progress

Work in progress is valued at the lower of cost and net realisable value. Cost represents direct materials, labour and production overheads. Provision is made for obsolete, slow moving or defective items where appropriate.

k. Operating leases

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit and loss account on a straight line basis over the term of the lease even if payments are not made on such a basis.

1. Cash flow statement

The Company has taken advantage of the exemption available under FRS1 (revised), "Cash Flow Statements", for subsidiary undertakings.

2. Turnover

The turnover and profit before taxation is attributable to the provision of print management services and all originates from the UK. An analysis of the Company's turnover by geographical destination is as follows:

3. Profit on ordinary activities before taxation

4. Interest receivable

5. Interest payable

6a. Taxation on profit on ordinary activities

The tax assessed for the period is higher than the standard rate of UK taxation applicable to the company of 25.7% (2011: 28%). The differences are explained below:

6b. Profit/(Loss) on ordinary activities before tax

In the Finance Bill, 2012, the Government announced a reduction in the main rate of corporation tax from 25% to 24% effective from 1 April 2012. The 24% tax rate was substantively enacted on 26 March 2012. This rate reduction has been reflected in the calculation of deferred tax at the balance sheet date.

The Government intends to enact further reductions in the main rate of 1% each year, down to 23% effective from 1 April 2013 and 22% by 1 April 2014. As these tax rates were not substantively enacted at the balance sheet date, the rate reduction is not yet reflected in the financial statements in accordance with FRS 10, as it is a non-adjusting event occurring after the reporting period.

6c. Deferred Taxation

The deferred tax asset recognised relates fully to capital allowances in excess of depreciation.

7. Staff costs

Staff costs including directors' remuneration, were as follows:

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

8. Directors' remuneration

9. Tangible fixed assets

10. Investments

The Company holds 20% or more of the share capital of the following companies:

All active companies provide print management procurement and management services.

11. Stocks

12. Debtors

13. Creditors: Amounts falling due within one year

Monies owed to the Company's bankers due to the loans in the parent company, Charterhouse PM Limited, are secured by way of a mortgage debenture over the assets of the Company. Notes to the accounts Year to 31 May 2012

14. Called up share capital

15. Share premium

16. Profit and loss account

17. Reconciliation of movements in shareholders' funds

18. Operating lease commitments

At 31 May 2012 the Company had annual commitments under non-cancellable operating leases, as follows:

19. Related party transactions

The Company has taken advantage of the exemptions available under Financial Reporting Standard 8 from the requirement to make disclosures concerning transactions with fellow group companies on the grounds 100% of its voting rights are controlled within the group of which it is a member.

20. Ultimate Holding Company

The smallest and largest group of companies for which consolidated financial statements are prepared is headed by Charterhouse PM Limited and these consolidate the accounts of this company.

The company is under the control of the shareholders and directors of Charterhouse PM Limited, the ultimate holding company. A copy of the group consolidated accounts is available from the company's registered office which is Colonial House, 87 Great North Road, Hatfield, Hertfordshire, AL9 5DA.