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REGISTERED NUMBER: 13874055 (England and Wales)


















Progressive Holdco Limited

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 December 2022






Progressive Holdco Limited (Registered number: 13874055)






Contents of the Consolidated Financial Statements
for the year ended 31 December 2022




Page

Company Information 1

Group Strategic Report 2

Report of the Director 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 18


Progressive Holdco Limited

Company Information
for the year ended 31 December 2022







DIRECTOR: M D Phillips





REGISTERED OFFICE: Studio 5 Salters House
156 High Street
Hull
HU1 1NQ





REGISTERED NUMBER: 13874055 (England and Wales)





AUDITORS: Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

Progressive Holdco Limited (Registered number: 13874055)

Group Strategic Report
for the year ended 31 December 2022

The directors present their strategic report for the company and group for the year ended 31 December 2022.

REVIEW OF BUSINESS
The company was incorporated on 26 January 2022. On 4 March 2022 the company entered into share-for-share exchange transactions with Michael Danson, the ultimate controlling party, to acquire New Statesman Limited, Progressive Media International Limited and New Statesman Media Group Limited.

The principal activity of the group and the company during the year was the publication of media titles/brands both in print/online and the production of physical and on-line events.

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risk and uncertainty facing the group is that of the economic downturn following the Covid19 pandemic, the Ukraine conflict and subsequent world events that has caused a reduction in the marketing and advertising budgets of customers in the markets in which the group has media titles and brands.

Other risks include:

Financial instruments
The group uses various financial instruments which include cash, trade debtors, trade creditors and amounts due to related party undertakings that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group operations. The existence of these financial instruments exposes the group to a number of financial risks, the principal ones of which are credit and liquidity risk.

Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable short term needs and to invest cash assets safely and profitably. As set out below under 'Going concern', the group relies on the continuing support of its related parties which manages the liquidity of the group to ensure that the group has sufficient liquidity for its operations.

Credit risk
The group's principal financial assets are debtors due from related parties and trade debtors. As set out below under 'Going concern', the group relies on the continuing support of its related parties. This risk to trade debtors is mitigated by the low dependency of the group on any one customer, or any small group of customers, and by setting credit limits for individual customers based on an assessment of their credit rating.


Progressive Holdco Limited (Registered number: 13874055)

Group Strategic Report
for the year ended 31 December 2022

KEY PERFORMANCE INDICATORS
The group maintain a number of key performance indicators in respect of sales growth, gross margin and circulation numbers.

The key financial and other performance indicators during the year were as follows:

2022 2021 Change
£'000 £'000

Turnover 23,730 23,808 (0.4% )
Group operating loss (5,956 ) (7,215 ) 17.4%
Loss after tax (6,103 ) (7,179 ) 15.0%
Equity shareholders' funds (28,410 ) (22,735 ) (25% )

Current assets as % of current liabilities ('quick ratio') 17% 23% (6% )
Average number of employees 402 393 2%

The directors have not disclosed the group's non-financial key performance indicators, as it is considered this would seriously prejudice the group's interests.

ON BEHALF OF THE BOARD:





M D Phillips - Director


22 December 2023

Progressive Holdco Limited (Registered number: 13874055)

Report of the Director
for the year ended 31 December 2022

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2022.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2022.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR
K Appiah was appointed as a director on 26 January 2022 and held office from then until after 31 December 2022 but prior to the date of this report.
M D Phillips was appointed as a director after 31 December 2022 but prior to the date of this report.

GOING CONCERN
The group reported an operating loss for the year of £5,956,000 (2021: 7,215,000) and net current liabilities of £34,410,000 at the year end (2021: £35,215,000) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2024 in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate controlling party. Accordingly an undertaking has been received from the ultimate controlling party pledging their continued financial support through a period of 12 months from the date of approval of these financial statements. The above factors have led the directors to conclude that the going concern basis remains appropriate.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Progressive Holdco Limited (Registered number: 13874055)

Report of the Director
for the year ended 31 December 2022


AUDITORS
The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M D Phillips - Director


22 December 2023

Report of the Independent Auditors to the Members of
Progressive Holdco Limited

Opinion
We have audited the financial statements of Progressive Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2022 and of the group's loss 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 group 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 director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Progressive Holdco Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were
indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.


Report of the Independent Auditors to the Members of
Progressive Holdco Limited



In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with relevant regulators and the company's legal advisors.

Due to 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. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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.




Stephen Bramall BSc FCA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

22 December 2023

Progressive Holdco Limited (Registered number: 13874055)

Consolidated Income Statement
for the year ended 31 December 2022

2022 2021
Notes £'000 £'000

TURNOVER 3 23,730 23,809

Cost of sales (6,822 ) (4,681 )
GROSS PROFIT 16,908 19,128

Administrative expenses (22,685 ) (24,974 )
(5,777 ) (5,846 )

Gain/loss on revaluation of assets (179 ) (1,369 )
OPERATING LOSS 5 (5,956 ) (7,215 )

Interest receivable and similar income 4 2
(5,952 ) (7,213 )

Interest payable and similar expenses 6 (324 ) (1,544 )
LOSS BEFORE TAXATION (6,276 ) (8,757 )

Tax on loss 7 173 1,578
LOSS FOR THE FINANCIAL YEAR (6,103 ) (7,179 )
Loss attributable to:
Owners of the parent (6,103 ) (7,179 )

Progressive Holdco Limited (Registered number: 13874055)

Consolidated Other Comprehensive Income
for the year ended 31 December 2022

2022 2021
Notes £'000 £'000

LOSS FOR THE YEAR (6,103 ) (7,179 )


OTHER COMPREHENSIVE INCOME
Fair value gain on hedging instrument 589 -
Exchange differences on retranslating (17 ) 13
of subsidiary undertakings
Income tax relating to components of
other comprehensive income

(147

)

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

425

13
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(5,678

)

(7,166

)

Total comprehensive income attributable to:
Owners of the parent (5,678 ) (7,166 )

Progressive Holdco Limited (Registered number: 13874055)

Consolidated Balance Sheet
31 December 2022

2022 2021
Notes £'000 £'000
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 14,847 14,322
Investments 11 - -
Derivative financial instruments 12 589 -
15,436 14,322

CURRENT ASSETS
Stocks 13 101 81
Debtors 14 6,240 7,224
Cash at bank 838 3,077
7,179 10,382
CREDITORS
Amounts falling due within one year 15 (41,589 ) (45,595 )
NET CURRENT LIABILITIES (34,410 ) (35,213 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(18,974

)

(20,891

)

CREDITORS
Amounts falling due after more than one
year

16

(7,700

)

-

PROVISIONS FOR LIABILITIES 21 (1,737 ) (1,842 )
NET LIABILITIES (28,411 ) (22,733 )

CAPITAL AND RESERVES
Called up share capital 22 2 2
Revaluation reserve 23 5,440 5,574
Foreign exchange reserve 23 260 277
Hedging reserve 23 442 -
Retained earnings 23 (34,576 ) (28,607 )
SHAREHOLDERS' FUNDS (28,432 ) (22,754 )

NON-CONTROLLING INTERESTS 21 21
TOTAL EQUITY (28,411 ) (22,733 )

The financial statements were approved by the director and authorised for issue on 22 December 2023 and were signed by:



M D Phillips - Director


Progressive Holdco Limited (Registered number: 13874055)

Company Balance Sheet
31 December 2022

2022 2021
Notes £'000 £'000
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 12,942 -
Derivative financial instruments 12 - -
12,942 -

CREDITORS
Amounts falling due within one year 15 (12,940 ) -
NET CURRENT LIABILITIES (12,940 ) -
TOTAL ASSETS LESS CURRENT
LIABILITIES

2

-

CAPITAL AND RESERVES
Called up share capital 22 2 -
SHAREHOLDERS' FUNDS 2 -

Company's profit for the financial year - -

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 director and authorised for issue on 22 December 2023 and were signed by:





M D Phillips - Director


Progressive Holdco Limited (Registered number: 13874055)

Consolidated Statement of Changes in Equity
for the year ended 31 December 2022

Called up Foreign
share Retained Revaluation exchange
capital earnings reserve reserve
£'000 £'000 £'000 £'000
Balance at 1 January 2021 2 (36,541 ) 20,686 265

Changes in equity
Total comprehensive income - 7,934 (15,112 ) 12
Balance at 31 December 2021 2 (28,607 ) 5,574 277

Changes in equity
Total comprehensive income - (5,969 ) (134 ) (17 )
Balance at 31 December 2022 2 (34,576 ) 5,440 260
Hedging Non-controlling Total
reserve Total interests equity
£'000 £'000 £'000 £'000
Balance at 1 January 2021 - (15,588 ) 21 (15,567 )

Changes in equity
Total comprehensive income - (7,166 ) - (7,166 )
Balance at 31 December 2021 - (22,754 ) 21 (22,733 )

Changes in equity
Total comprehensive income 442 (5,678 ) - (5,678 )
Balance at 31 December 2022 442 (28,432 ) 21 (28,411 )

Progressive Holdco Limited (Registered number: 13874055)

Company Statement of Changes in Equity
for the year ended 31 December 2022

Called up
share Retained Total
capital earnings equity
£'000 £'000 £'000

Changes in equity
Balance at 31 December 2021 - - -

Changes in equity
Issue of share capital 2 - 2
Balance at 31 December 2022 2 - 2

Progressive Holdco Limited (Registered number: 13874055)

Consolidated Cash Flow Statement
for the year ended 31 December 2022

2022 2021
Notes £'000 £'000
Cash flows from operating activities
Cash generated from operations 1 (4,647 ) (11,058 )
Interest paid (324 ) (1,544 )
Tax paid (1,577 ) 74
Net cash from operating activities (6,548 ) (12,528 )

Cash flows from investing activities
Purchase of tangible fixed assets (1,034 ) (1,700 )
Sale of tangible fixed assets 1 11
Sale of investment property - 52,300
Interest received 4 2
Net cash from investing activities (1,029 ) 50,613

Cash flows from financing activities
New loans in year 8,000 -
Loan repayments in year (112 ) (30,017 )
Shareholder loan repayment (2,801 ) (6,924 )
Net cash from financing activities 5,087 (36,941 )

(Decrease)/increase in cash and cash equivalents (2,490 ) 1,144
Cash and cash equivalents at
beginning of year

2

3,077

1,933

Cash and cash equivalents at end of
year

2

587

3,077

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2022

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2022 2021
£'000 £'000
Loss before taxation (6,276 ) (8,757 )
Depreciation charges 332 181
Profit on disposal of fixed assets (1 ) (271 )
Loss on revaluation of fixed assets 179 1,369
Foreign exchange (17 ) 12
Fixed asset translations (2 ) (1 )
Finance costs 324 1,544
Finance income (4 ) (2 )
(5,465 ) (5,925 )
(Increase)/decrease in stocks (20 ) 30
Decrease/(increase) in trade and other debtors 984 (236 )
Decrease in trade and other creditors (146 ) (4,927 )
Cash generated from operations (4,647 ) (11,058 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2022
31.12.22 1.1.22
£'000 £'000
Cash and cash equivalents 838 3,077
Bank overdrafts (251 ) -
587 3,077
Year ended 31 December 2021
31.12.21 1.1.21
£'000 £'000
Cash and cash equivalents 3,077 1,933
Bank overdrafts - -
3,077 1,933


Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2022

3. ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.1.22 Cash flow At 31.12.22
£'000 £'000 £'000
Net cash
Cash at bank 3,077 (2,239 ) 838
Bank overdrafts - (251 ) (251 )
3,077 (2,490 ) 587
Debt
Debts falling due within 1 year - (188 ) (188 )
Debts falling due after 1 year - (7,700 ) (7,700 )
- (7,888 ) (7,888 )
Total 3,077 (10,378 ) (7,301 )

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements
for the year ended 31 December 2022

1. STATUTORY INFORMATION

Progressive Holdco 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 General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with 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 as modified by the revaluation of certain assets.

Going concern
At the year end the group reported an operating loss of £5,956,000 (2021: 7,215,000) and net current liabilities of £34,409,000 (2021: £35,215,000) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2024 in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate controlling party. Accordingly an undertaking has been received from the ultimate controlling party pledging their continued financial support through a period of 12 months from the date of approval of these financial statements. The above factors have led the directors to conclude that the going concern basis remains appropriate.

Basis of consolidation
The group financial statements consolidate the financial statements of Progressive Holdco Limited and all its subsidiary undertakings drawn up to 31 December each year using the merger method of accounting, with the business combination representing a group reconstruction. No company Statement of Comprehensive Income is presented for Progressive Holdco Limited as permitted by section 408 of the Companies Act 2006.

Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Turnover from subscriptions is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. For subscription revenue this is usually allocated to relevant accounting periods covered by the subscription. Subscriptions and fees invoiced in advance are carried forward in creditors amounts falling due within one year.

When the outcome of a transaction can be measured reliably, turnover from events is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to the month in which the event takes place.

Intangible assets
Intangible assets acquired separately from a business are capitalised at cost less any provision for impairment.

Intangible assets are amortised on a straight line basis over their useful lives. The useful lives of intangible assets are as follows:-

- Development costs are amortised over their useful live of 5 years.

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Fixtures and fittings- 20%
Computer equipment- 33%


Land and buildings are included in the balance sheet at an estimate of their open market value. Surpluses and deficits are taken through the profit and loss account when appropriate. No provision is made for depreciation of investment properties. This departure from the requirements of the Companies Act 2006, which requires all properties to be depreciated is, in the opinion of the directors, necessary for the financial statements to show a true and fair view in accordance with applicable accounting standards.

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition, as follows:

Paper stock - purchase cost on a weighted average basis.

Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Financial instruments
The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

i. Financial assets

Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.


Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

2. ACCOUNTING POLICIES - continued


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 they are included in a hedging
arrangement.

ii. Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, are initially recognised at transaction price.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual
obligation is discharged, cancelled or expires.

iii. Offsetting

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

iv. Hedging arrangements
The company applies hedge accounting for transactions entered into to manage the cash flow exposures of borrowings. Interest rate swaps are held to manage the interest rate exposures and are designated as cash flow hedges of floating rate borrowings.

Changes in the fair values of derivatives designated as cash flow hedges, and which are effective, are recognised directly in equity. Any ineffectiveness in the hedging relationship (being the excess of the cumulative change in fair value of the hedging instrument since inception of the hedge over the cumulative change in the fair value of the hedged item since inception of the hedge) is recognised in the income statement.

The gain or loss recognised in other comprehensive income is reclassified to the income statement when the hedge relationship ends. Hedge accounting is discontinued when the hedging instrument expires, no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised or the hedging instrument is terminated.


Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are translated using the closing rate.

All exchange differences are accounted for in the statement of comprehensive income.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

Research and development
Development costs relating to separately identifiable projects that are considered commercially viable are capitalised under FRS 102 Section 18 to recognise these costs over the period of their commercial use.

Debtors and creditors receivable / payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

2. ACCOUNTING POLICIES - continued

Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Business combinations
As permitted by FRS102, business combinations meeting the definition of a group reconstruction are consolidated using merger accounting.

Under merger accounting, the carrying values of the assets and liabilities of New statesman Limited, Progressive Media International Limited, New Statesman Media Group Limited and its subsidiaries are merged with those of Progressive Holdco Limited. The results and cashflow of the consolidated entity are brought into the consolidated financial statements from the beginning of the financial year in which the combination occurs. The comparative information is also updated to reflect the combination.

Combinations not meeting the definition of a group reconstruction are accounted for using the purchase method.

Under the purchase method the assets and liabilities of acquired entities are adjusted to fair value at the date of acquisition. The difference between the consideration paid to acquire the entity and the fair value of the entity's assets is treated as goodwill and amortised to the income statement over its useful economic life. The results and cashflows of the acquired entity are brought in from the date of acquisition.

3. TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2022 2021
£'000 £'000
Media and publishing 23,730 22,638
Property rental - 1,171
23,730 23,809

The directors have not disclosed the group's turnover by geographical location, as it is considered this would seriously prejudice the group's interests.

4. EMPLOYEES AND DIRECTORS
2022 2021
£'000 £'000
Wages and salaries 16,365 14,186
Social security costs 1,500 1,510
Other pension costs 278 276
18,143 15,972

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2022 2021

Production 242 206
Sales and distribution 88 109
Administration 72 78
402 393

2022 2021
£    £   
Director's remuneration 178,780 178,608
Director's pension contributions to money purchase schemes 18,375 17,500

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2022 2021
£'000 £'000
Hire of plant and machinery 6 5
Other operating leases 50 73
Depreciation - owned assets 332 180
Profit on disposal of fixed assets (1 ) (11 )
Foreign exchange differences (127 ) 83
Auditors' remuneration for subsidiaries (including expenses and
benefits in kind)

43

35
Auditors' remuneration for the company (including expenses and
benefits in kind)

10

10
Gain/Loss on revaluation of assets 179 1,369

The above amortisation charges are included in the consolidated income statement within administrative expenses.

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2022 2021
£'000 £'000
Bank interest 311 1,414
Bank loan interest 13 103
Interest payable - 27
324 1,544

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2022 2021
£'000 £'000
Current tax:
UK corporation tax 74 1,176

Deferred tax (247 ) (2,754 )
Tax on loss (173 ) (1,578 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2022 2021
£'000 £'000
Loss before tax (6,276 ) (8,757 )
Loss multiplied by the standard rate of corporation tax in the UK of
19 % (2021 - 19 %)

(1,192

)

(1,664

)

Effects of:
Expenses not deductible for tax purposes 173 17
Deferred tax not recognised 903 1,159
Enhanced rate of capital allowances (57 ) -
Change in rate - 446
Overseas tax - 12
R&D tax credit - (358 )
Crystallisation of capital allowances - (1,190 )
Total tax credit (173 ) (1,578 )

Tax effects relating to effects of other comprehensive income

2022
Gross Tax Net
£'000 £'000 £'000
Fair value gain on hedging instrument 589 (147 ) 442
Exchange differences on retranslating (17 ) - (17 )
of subsidiary undertakings
572 (147 ) 425

2021
Gross Tax Net
£'000 £'000 £'000
Exchange differences on retranslating
of subsidiary undertakings 13 - 13
13 - 13

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. INTANGIBLE FIXED ASSETS

Group
Publishing
rights
£'000
COST
At 1 January 2022
and 31 December 2022 81
AMORTISATION
At 1 January 2022
and 31 December 2022 81
NET BOOK VALUE
At 31 December 2022 -
At 31 December 2021 -

10. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Short and
property leasehold fittings
£'000 £'000 £'000
COST OR VALUATION
At 1 January 2022 14,035 60 347
Additions 744 - 233
Disposals - - -
Revaluations (179 ) - -
Exchange differences - - -
At 31 December 2022 14,600 60 580
DEPRECIATION
At 1 January 2022 - 59 278
Charge for year 150 1 38
Eliminated on disposal - - -
Exchange differences - - -
At 31 December 2022 150 60 316
NET BOOK VALUE
At 31 December 2022 14,450 - 264
At 31 December 2021 14,035 1 69

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

10. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£'000 £'000 £'000
COST OR VALUATION
At 1 January 2022 36 793 15,271
Additions - 57 1,034
Disposals - (1 ) (1 )
Revaluations - - (179 )
Exchange differences - 4 4
At 31 December 2022 36 853 16,129
DEPRECIATION
At 1 January 2022 36 576 949
Charge for year - 143 332
Eliminated on disposal - (1 ) (1 )
Exchange differences - 2 2
At 31 December 2022 36 720 1,282
NET BOOK VALUE
At 31 December 2022 - 133 14,847
At 31 December 2021 - 217 14,322

Cost or valuation at 31 December 2022 is represented by:

Fixtures
Freehold Short and
property leasehold fittings
£'000 £'000 £'000
Valuation in 2022 14,600 - -
Cost - 60 580
14,600 60 580

Motor Computer
vehicles equipment Totals
£'000 £'000 £'000
Valuation in 2022 - - 14,600
Cost 36 853 1,529
36 853 16,129

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

11. FIXED ASSET INVESTMENTS

Details of the investments in which the group and parent company hold 20% or more of the nominal value of any class of share capital at 31 December 2022 are as follows:-




Name of company

Country of
registration
and operation



Nature of business
Proportion of
voting rights
and shares
held

New Statesman Media Group Limited UK Publishing 100%
Elite Luxury Publishing Inc US Publishing 100%
Progressive Luxury Publishing Limited UK Dormant 100%
Spear Publishing Limited UK Publishing 100%
Compelo Media Limited UK Dormant 85%
Sisyphus Media Limited UK Dormant 100%
Elandeal Limited UK Dormant 100%
Estel Investments Limited UK Dormant 100%
NS Media Group EOOD Bulgaria Support Services 100%
New Statesman Media Group Limited UAE Support Services 100%
New Statesman Media LLP India Support Services 100%
Progressive Trade Media Limited UK Dormant 100%

Estel Property Group Limited

UK
Intermediate holding
company

100%
Estel Property Investments Limited UK Dormant 100%
Estel Property Investments No.2 Limited UK Dormant 100%
Estel Property Investments No.3 Limited UK Property Company 100%
Estel Property Investments No.4 Limited UK Dormant 100%
Estel Property Investments No.5 Limited UK Dormant 100%

The above entities were all acquired during the year via share-for-share exchange transactions with the ultimate controlling party and are consolidated from the beginning of the comparative period using the merger method.

All of the above companies comprise subsidiary undertakings, which are fully consolidated within the group financial statements.

12. DERIVATIVE FINANCIAL INSTRUMENTS

2022 2021
£'000 £'000
Non-current derivative financial assets:
Fair value of interest rate swap 589 -

13. STOCKS

Group
2022 2021
£'000 £'000
Stocks 101 81

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2022 2021
£'000 £'000
Trade debtors 3,347 2,854
Other debtors 391 661
Amounts owed from related
parties 1,429 2,829
Prepayments and accrued income 1,073 880
6,240 7,224

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2022 2021 2022 2021
£'000 £'000 £'000 £'000
Bank loans and overdrafts (see note 17) 439 - - -
Trade creditors 2,045 1,483 - -
Corporation Tax 41 1,539 - -
Social security and other taxes 1,762 990 - -
Other creditors 1,496 1,340 - -
Amounts owed to related
parties 48 956 - -
Shareholder loan 29,947 32,748 12,940 -
Accruals and deferred income 5,811 6,539 - -
41,589 45,595 12,940 -

The group has loans from M Danson totalling £29,956,814 (2021 £32,748,224). The loans are interest free, have no set repayment date, and are repayable on demand. The loans notes are convertible at any time at the option of the loan note holder to ordinary shares of value equivalent to any outstanding balance on the loans.

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2022 2021
£'000 £'000
Bank loans (see note 17) 7,700 -

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

17. LOANS

An analysis of the maturity of loans is given below:

Group
2022 2021
£'000 £'000
Amounts falling due within one year or on demand:
Bank overdrafts 251 -
Bank loans 188 -
439 -
Amounts falling due between one and two years:
Bank loans 7,700 -

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2022 2021
£'000 £'000
Within one year 14 23
Between one and five years - 7
14 30

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
2022 2021
£'000 £'000
Bank loans 7,888 -

The bank borrowings are stated net of issue costs and were secured by a fixed charge over all freehold or leasehold property. The rate of interest on the loan is calculated as the Sterling Overnight Index Average interest rate benchmark displayed on the relevant screen of any authorised information service.

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

20. FINANCIAL INSTRUMENTS

All financial instruments are carried at amortised cost with the exception of derivative financial assets (see note 12) that are carried at their fair value of £589,000, as detailed below.

Derivative financial instruments - Interest rate swaps

The group has entered into an interest rate swap to receive interest at SONIA and pay interest at a fixed rate of 2.131%. The swap is based on a principal amount of £8,000,000, the principal amount of the bank loan, amortising in-line with the bank loan that matures in 2027.

The instrument is used to hedge the group's exposure to interest rate movements on the bank loan facility. The hedging arrangement fixes the total interest payable on the bank loan to 4.481%. The fair value of the interest rate swap is £589,000 (2021: £nil).

Cash flows on both the loan and the interest rate swaps are paid quarterly until 2027. During 2022, a hedging gain of £589,000 (2021: £nil) was recognised in other comprehensive income for changes in the fair value of the interest rate swap.

21. PROVISIONS FOR LIABILITIES

Group
2022 2021
£'000 £'000
Deferred tax 1,737 1,842

Group
Deferred
tax
£'000
Balance at 1 January 2022 1,842
Credit to Income Statement during year (105 )
Balance at 31 December 2022 1,737

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2022 2021
value: £'000 £'000
2,104 Ordinary 1 2 2

2,104 Ordinary shares of £1 each were allotted at par during the year in respect of the acquisition of the subsidiary companies via a share for share exchange (see note 11). As the business combination has been accounted for using the merger method of accounting, the transaction is deemed to have occurred before the commencement of the comparative period for the purpose of the group accounts..

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

23. RESERVES

Group
Foreign
Retained Revaluation exchange Hedging
earnings reserve reserve reserve Totals
£'000 £'000 £'000 £'000 £'000

At 1 January 2022 (28,607 ) 5,574 277 - (22,756 )
Deficit for the year (6,103 ) (6,103 )
Exchange rate gains / losses - - (17 ) - (17 )
Fair value gain on hedging ins - - - 442 442
Re-classification 134 (134 ) - - -
At 31 December 2022 (34,576 ) 5,440 260 442 (28,434 )

Nature of reserves
Retained earnings represent cumulative profits and losses net of dividends and other adjustments.

The foreign exchange reserve represents cumulative gains and losses on retranslating the net investment in foreign subsidiaries.

Revaluation reserve comprise cumulative unrealised fair value adjustments to investment properties less related tax balances.

Hedging reserve represents the reserve created for the fair value interest rate swap.

24. PENSION COMMITMENTS

The group operates a defined contribution pension plan for its employees. The amount recognised as an expense in the period was £278,295 (2021 £275,561).

25. 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

The group and company also entered into transactions in the ordinary course of business with other companies under the common control of the shareholder.With the exception of loans with related parties, all transactions were at market value. The balances due from and to companies under common control are shown as related party balances within notes 13 and 14 respectively. No interest is charged on these loans

The group has loans from M Danson totalling £29,947,006 (2021 £32,748,142). The loans are interest free, have no set repayment date, and are repayable on demand. The loans notes are convertible at any time at the option of the loan note holder to ordinary shares of value equivalent to any outstanding balance on the loans.

During the year key management personnel compensation of £1,103,168 (2021 £884,123) was paid.

26. POST BALANCE SHEET EVENTS

NS Media Group EOOD, Bulgaria office was closed in January 2023 and the company was liquidated on the 5th September 2023.

Progressive Holdco Limited (Registered number: 13874055)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2022

27. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is M Danson by virtue of his 100% shareholding.