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Registered number: 3817566









THINK PUBLISHING LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
THINK PUBLISHING LIMITED
 
 
COMPANY INFORMATION


Directors
I  F McAuliffe 
M R McAuliffe 
J A Scully 
J H Innes 
M E Leaver 




Company secretary
A Croft



Registered number
3817566



Registered office
65 Riding House Street

London

W1W 7EH






Independent auditor
Reza  Samii
Chartered Accountant and Statutory Auditor

5 Calico Row

Plantation Wharf

London

SW11 3YH




Bankers
Barclays Bank Plc
28 Chesterton Road

Cambridge

CB4 3AZ





 
THINK PUBLISHING LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Consolidated income statement
9
Consolidated statement of financial position
10 - 11
Company statement of financial position
12 - 13
Consolidated statement of cash flows
14 - 15
Notes to the financial statements
16 - 33


 
THINK PUBLISHING LIMITED
 
 
GROUP STRATEGIC REPORT
AS AT 31 DECEMBER 2023

Group overview

Think is a group comprising Think Publishing Ltd, an award-winning content agency specialising in the membership sector, and Think Travel Media Ltd, which owns a range of publishing brands in the travel sector.

The Group was founded by Ian and Tilly McAuliffe in 1999, and has offices in London and Glasgow, servicing clients across the UK.

What we do

We create content that delivers engagement and drives loyalty for membership organisations. Our teams create award-winning emails, SEO-driven content, podcasts, magazines, books, interactive content, downloadable resources, virtual events, webinars and conferences.

In addition to fees, we also generate revenue by pairing content with effective sponsorship, partnerships and advertising sales.

For many clients we offer a full service, delivering a fully integrated communications programme and publishing strategy. Our consultancy arm Re:think also offers publishing consultancy for clients who require help in devising their content strategy.

Our core markets are professional and consumer membership together with B2B and B2C branded content marketing.

Business review

Overall the group continued its record of year over year top line growth, achieving a 3% increase in turnover in 2023 and 5% increase in gross profit.  This relatively modest growth (versus 25% revenue growth in the previous year) reflects the phasing of our new business success, with new clients onboarding in the second half of the year and which we are confident will deliver further strong revenue growth into 2024.  Gross profit of £5.4m is also a record high for Think, exceeding our previous pre-Covid record of £5.3m in 2019.

We continued to help our clients evolve their communications strategies in the light of inflationary pressures in the print industry which continue to put pressure on marketing budgets and a continuing shift to digital channels for delivering content and providing value to our clients' commercial partners.

During 2023 we also significantly strengthened our product offer, launching Think Recruitment Solutions to implement and maintain online job sites and recruitment programmes. Launched mid-year in 2023, we now have 8 job sites live or in development. We have also invested in events management capabilities to offer our clients an end-to-end outsourced solution to the design and running of live events. The directors continue to prioritise such investment over short term results to ensure Think can continue to build client relationships that are deep, long-term and focussed on our clients’ needs.  

We continue to measure the long-term health of our business by the quality of our work, which was recognised in 2023 with industry awards such as MEMCOM’s Best Magazine Launch for our work on Botanics magazine (Royal Botanic Garden Edinburgh), and MEMCOM’s Best Magazine (less than 20k circulation) for our work on CITMA Review.  In 2024 we have also regained the coveted title of Content Agency of the Year at the Professional Publisher’s Association Awards that we also won in 2022, reinforcing our position as the UK’s leading content agency for the membership sector. 

In 2023 we continued our work on the We Are Able campaign in partnership with Cadent Gas, which aims to change the conversation around vulnerability and empower more people to live safe, independent lives at home: https:/weareable.uk/.


Page 1

 
THINK PUBLISHING LIMITED
 
 
GROUP STRATEGIC REPORT (CONTINUED)
AS AT 31 DECEMBER 2023



Principal risks and uncertainties

Our ability to retain and increase our client base are key factors in running and developing the business.  We address this risk by approaching client relationships with the same long-term outlook that membership organisations take towards their members.  Client service is the beginning and end of what we do, and all our clients continue to benefit from multi-layered touchpoints with us.  We also ensure that our expertise is continually refreshed to take in the latest developments and best practice in digital and content marketing.  This results in many client relationships that stretch back over a decade.

Our ability to attract and retain key personnel is important for us to remain successful.  We continue to invest and trust in our employees, favouring internal promotion and personal development wherever possible, supplemented by a large network of industry talent across the UK to provide specialist knowledge and skills into our clients’ projects. We also continually seek and encourage feedback from our employees to drive engagement, loyalty and, ultimately, value for our clients. We are especially pleased to have these efforts validated by being named one of Campaign’s Best Places To Work for 2023.

Financial key performance indicators

The directors have access to a range of performance indicators. Of these, the most significant is revenue growth within the membership division, and our 2023 results continue to demonstrate that.  We continue to run Think in a financially sustainable and secure manner, with the Group's net assets at the year end being £1,419,783 (2022: £1,484,374). The Group has sufficient cash resources and operates without recourse to bank facilities.
.




This report was approved by the board on 23 September 2024 and signed on its behalf.


I F McAuliffe
Director

Page 2

 
THINK PUBLISHING LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

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

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


select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are 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.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £431,159 (2022 - £663,224).



Directors

The directors who served during the year were:

I  F McAuliffe 
M R McAuliffe 
J A Scully 
J H Innes 
M E Leaver 

Political contributions

Contributions of £5,000 were made to The Liberal Democrats party.

Future developments

The company continues to specialise in publishing for membership organisations and the company's key areas for development will be in digital content, video and live events.

Page 3

 
THINK PUBLISHING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

Under section 487(2) of the Companies Act 2006Reza Samii will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 23 September 2024 and signed on its behalf.
 





I  F McAuliffe
Director

Page 4

 
THINK PUBLISHING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THINK PUBLISHING LIMITED
 

Opinion


I have audited the financial statements of Think Publishing Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated income statement, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policiesThe 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 my opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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


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


Conclusions relating to going concern


In auditing the financial statements, I 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 I have performed, I have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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.


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


Page 5

 
THINK PUBLISHING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THINK PUBLISHING LIMITED (CONTINUED)


Other information


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


I have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report 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 Group and the parent Company and its environment obtained in the course of the audit, I have not identified material misstatements in the Directors' report.


I have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires me to report to you if, in my opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for my audit have not been received from branches not visited by me; or
the parent Company 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
I have not received all the information and explanations I require for my audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
THINK PUBLISHING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THINK PUBLISHING LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes my 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 Group financial statements.


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



Because of the inherent limitations of an audit, there is a risk that I 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 I 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.


As part of an audit in accordance with ISAs (UK), I exercise professional judgement and maintain professional scepticism throughout the audit. I also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my Auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsI am responsible for the direction, supervision and performance of the Group audit. I remain solely responsible for my audit opinion.


I communicate with those charged with governance regarding, among other matters, the planned scope and
Page 7

 
THINK PUBLISHING LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THINK PUBLISHING LIMITED (CONTINUED)


timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.


Use of my 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 2006My audit work has been undertaken so that I might state to the Company's members those matters I am required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, I do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for my audit work, for this report, or for the opinions I have formed.





Reza Samii
  
for and on behalf of
Reza  Samii
 
Chartered Accountant and Statutory Auditor
  
5 Calico Row
Plantation Wharf
London
SW11 3YH

23 September 2024
Page 8

 
THINK PUBLISHING LIMITED
 
 
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
14,736,924
14,334,740

Cost of sales
  
(9,381,898)
(9,234,194)

Gross profit
  
5,355,026
5,100,546

Administrative expenses
  
(4,831,315)
(4,277,397)

Operating profit
 5 
523,711
823,149

Interest receivable and similar income
 9 
46,487
9,945

Interest payable and similar expenses
 10 
(434)
(2,094)

Profit before tax
  
569,764
831,000

Tax on profit
 11 
(154,355)
(168,147)

Profit for the financial year
  
415,409
662,853

Profit for the year attributable to:
  

Non-controlling interests
  
(15,750)
(371)

Owners of the parent
  
431,159
663,224

  
415,409
662,853

The notes on pages 16 to 33 form part of these financial statements.

Page 9

 
THINK PUBLISHING LIMITED
REGISTERED NUMBER: 3817566

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
(1,154)
(2,308)

Tangible assets
 14 
194,015
60,710

Investments
 15 
17
17

  
192,878
58,419

Current assets
  

Work in progress
 16 
126,818
50,146

Debtors: amounts falling due within one year
 17 
2,617,410
2,539,697

Cash at bank and in hand
 18 
1,403,375
2,035,466

  
4,147,603
4,625,309

Creditors: amounts falling due within one year
 19 
(2,891,356)
(3,183,444)

Net current assets
  
 
 
1,256,247
 
 
1,441,865

Total assets less current liabilities
  
1,449,125
1,500,284

Creditors: amounts falling due after more than one year
 20 
-
(6,510)

Provisions for liabilities
  

Deferred taxation
 21 
(29,342)
(9,400)

  
 
 
(29,342)
 
 
(9,400)

Net assets
  
1,419,783
1,484,374


Capital and reserves
  

Called up share capital 
 22 
50,000
50,000

Capital reserve
  
681,149
681,149

Profit and loss account
  
396,211
445,053

Equity attributable to owners of the parent Company
  
1,127,360
1,176,202

Non-controlling interests
  
292,423
308,172

  
1,419,783
1,484,374


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2024.



Page 10

 
THINK PUBLISHING LIMITED
REGISTERED NUMBER: 3817566
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023



I  F McAuliffe
Director

The notes on pages 16 to 33 form part of these financial statements.

Page 11

 
THINK PUBLISHING LIMITED
REGISTERED NUMBER: 3817566

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
194,015
60,710

Investments
 15 
140,730
140,730

  
334,745
201,440

Current assets
  

Work in progress
 16 
126,818
50,146

Debtors: amounts falling due within one year
 17 
2,594,484
2,460,894

Cash at bank and in hand
 18 
728,782
1,384,792

  
3,450,084
3,895,832

Creditors: amounts falling due within one year
 19 
(2,926,042)
(3,226,700)

Net current assets
  
 
 
524,042
 
 
669,132

Total assets less current liabilities
  
858,787
870,572

  

Creditors: amounts falling due after more than one year
 20 
-
(6,510)

Provisions for liabilities
  

Deferred taxation
 21 
(29,342)
(9,400)

  
 
 
(29,342)
 
 
(9,400)

Net assets
  
829,445
854,662


Capital and reserves
  

Called up share capital 
 22 
50,000
50,000

Profit and loss account brought forward
  
804,662
751,881

Profit for the year
  
454,783
663,781

Dividend paid

  

(480,000)
(611,000)

Profit and loss account carried forward
  
779,445
804,662

  
829,445
854,662


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2024.




Page 12

 
THINK PUBLISHING LIMITED
REGISTERED NUMBER: 3817566
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023


I  F McAuliffe
Director

The notes on pages 16 to 33 form part of these financial statements.

Page 13

 
THINK PUBLISHING LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
415,409
662,853

Adjustments for:

Amortisation of intangible assets
(1,154)
(1,153)

Depreciation of tangible assets
44,108
85,666

Profit on disposal of tangible assets
(3,174)
-

Interest paid
434
2,094

Interest received
(46,487)
(9,945)

Taxation charge
154,355
168,147

(Increase) in work in progress
(76,672)
(22,791)

(Increase)/decrease in debtors
(87,688)
656,013

(Decrease) in creditors
(185,067)
(446,423)

Corporation tax (paid)
(231,459)
(121,456)

Net cash generated from operating activities

(17,395)
973,005


Cash flows from investing activities

Purchase of tangible fixed assets
(177,413)
(27,432)

Sale of tangible fixed assets
3,174
-

Interest received
46,487
9,945

HP interest paid
(434)
(1,174)

Net cash from investing activities

(128,186)
(18,661)

Cash flows from financing activities

Repayment of/new finance leases
(6,510)
(37,177)

Dividends paid
(480,000)
(611,000)

Interest paid
-
(920)

Net cash used in financing activities
(486,510)
(649,097)

Net (decrease)/increase in cash and cash equivalents
(632,091)
305,247

Cash and cash equivalents at beginning of year
2,035,466
1,730,219

Cash and cash equivalents at the end of year
1,403,375
2,035,466


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,403,375
2,035,466

1,403,375
2,035,466

Page 14

 
THINK PUBLISHING LIMITED
 

The notes on pages 16 to 33 form part of these financial statements.

Page 15

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Think Publishing Limited is a private company limited by shares and registered in England and Wales 

The registered office is at 65 Riding House Street, London W1W 7EH.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income statement in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated income statement from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2017.

 
2.3

Going concern

The directors have considered the financial resources available along with the future plans for the Company when considering the going concern of the Company. After making enquiries, the directors have a reasonable expectation that the Company will have access to adequate resources to continue in operational existence for the foreseeable future given the cash balance and net assets. Accordingly, they continue to adopt the going concern basis in the preparation of the financial statements.

Page 16

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 17

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

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

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

 
2.7

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

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

 
2.10

Pensions

Defined contribution pension plan

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

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

Page 18

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

Intangible assets

Goodwill

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

Other intangible assets

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

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

Page 19

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Short-term leasehold land and buildings
-
over the life of the lease
Motor vehicles
-
20% straight line
Fixtures and fittings
-
50% straight line
Computer equipment
-
33% straight line

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

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

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated income statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

  
2.15

Work in progress

Work in progress  relates to costs incurred on future publications.

 
2.16

Debtors

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

Page 20

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

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

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

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

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

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

Page 21

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

 
2.21

Dividends

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


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Revenue recognition and service contract - prudent estimates are made for the completion state of publications as at the year end and after consulting with the project managers and advertising account holders. The net debtors' balances as at 31 December 2023 amounted to £152,633. 


4.


Turnover

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


2023
2022
£
£

Publishing and advertising revenue
14,736,924
14,334,740


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
14,736,924
14,334,740


Page 22

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Operating profit

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

2023
2022
£
£

Exchange differences
7,835
1,867

Other operating lease rentals
94,654
85,895

Depreciation
44,108
85,666

Amortisation
(1,154)
(1,153)


6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
26,000
19,835


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
3,349,993
2,905,442
3,349,993
2,905,338

Social security costs
349,399
325,419
349,399
325,419

Pension costs
70,337
90,559
70,337
90,377

3,769,729
3,321,420
3,769,729
3,321,134


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









68
61
66
58

Page 23

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
371,285
352,133

Pension costs
35,987
39,009

407,272
391,142


During the year retirement benefits were accruing to 4 directors (2022 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £134,313 (2022 - £142,052).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £26,321 (2022 - £1,321).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
46,487
9,945


10.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
-
920

Finance leases and hire purchase contracts
434
1,174

434
2,094

Page 24

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
134,376
175,147

Adjustments in respect of previous periods
37
-


Total current tax
134,413
175,147

Deferred tax


Origination and reversal of timing differences
19,942
(12,200)

Changes to tax rates
-
5,200


Taxation on profit on ordinary activities
154,355
168,147

Factors affecting tax charge for the year

There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 23.52%   (2022 - 19.00%).



Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2023
2022
£
£


Dividends paid on ordinary shares
480,000
611,000

Page 25

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets

Group 





Goodwill

£



Cost


At 1 January 2023
(5,769)



At 31 December 2023

(5,769)



Amortisation


At 1 January 2023
(3,461)


Charge for the year on owned assets
(1,154)



At 31 December 2023

(4,615)



Net book value



At 31 December 2023
(1,154)



At 31 December 2022
(2,308)



Page 26

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


TANGIBLE FIXED ASSETS

Group






Leasehold improvements
Motor vehicles
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
-
46,500
307,763
354,263


Additions
83,474
-
93,939
177,413


Disposals
-
-
(47,087)
(47,087)



At 31 December 2023

83,474
46,500
354,615
484,589



Depreciation


At 1 January 2023
-
23,250
270,303
293,553


Charge for the year on owned assets
1,299
-
33,509
34,808


Charge for the year on financed assets
-
9,300
-
9,300


Disposals
-
-
(47,087)
(47,087)



At 31 December 2023

1,299
32,550
256,725
290,574



Net book value



At 31 December 2023
82,175
13,950
97,890
194,015



At 31 December 2022
-
23,250
37,460
60,710

Page 27

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           14.TANGIBLE FIXED ASSETS (continued)


Company






S/Term Leasehold Property
Motor vehicles
Office equipment
Total

£
£
£
£

Cost or valuation


At 1 January 2023
-
46,500
307,763
354,263


Additions
83,474
-
93,939
177,413


Disposals
-
-
(47,087)
(47,087)



At 31 December 2023

83,474
46,500
354,615
484,589



Depreciation


At 1 January 2023
-
23,250
270,303
293,553


Charge for the year on owned assets
1,299
-
33,509
34,808


Charge for the year on financed assets
-
9,300
-
9,300


Disposals
-
-
(47,087)
(47,087)



At 31 December 2023

1,299
32,550
256,725
290,574



Net book value



At 31 December 2023
82,175
13,950
97,890
194,015



At 31 December 2022
-
23,250
37,460
60,710






Page 28

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Group





Investments in subsidiary companies
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 January 2023
10
7
17



At 31 December 2023
10
7
17




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
140,730



At 31 December 2023
140,730





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Think Scotland Limited
Scotland
Ordinary
100
Think Travel Media Limited
England
Ordinary
60
Wanderlust Holdco 1 Limited
England
Ordinary
100
Wanderlust Holdco 2 Limited
England
Ordinary
  100

Page 29

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Work in progress

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Work in progress
126,818
50,146
126,818
50,146


The difference between purchase price or production cost of stocks and their replacement cost is not material.


17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,084,340
1,380,586
1,084,340
1,380,586

Other debtors
83,603
198,381
80,677
133,578

Prepayments and accrued income
1,449,467
960,730
1,429,467
946,730

2,617,410
2,539,697
2,594,484
2,460,894



18.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,403,375
2,035,466
728,782
1,384,792


Page 30

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
539,978
703,593
539,978
675,130

Amounts owed to group undertakings
9
9
54,352
102,382

Corporation tax
68,126
175,147
68,126
175,147

Other taxation and social security
118,924
170,941
118,924
170,941

Obligations under finance lease and hire purchase contracts
18,713
18,713
18,713
18,713

Other creditors
15,118
41,991
15,118
41,990

Accruals and deferred income
2,130,488
2,073,050
2,110,831
2,042,397

2,891,356
3,183,444
2,926,042
3,226,700


The company's bankers have a debenture over the company's assets. The amount outstanding at the year end was £Nil (2022: £Nil).


20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Net obligations under finance leases and hire purchase contracts
-
6,510
-
6,510





21.


Deferred taxation


Group



2023


£






At beginning of year
(9,400)


Charge  to profit and loss
(19,942)



At end of year
(29,342)

Page 31

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
21.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
29,342
9,400
29,342
9,400


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



50,000 (2022 - 50,000) Ordinary shares of £1.00 each
50,000
50,000

                                                                                                                                                                       J Innes and J Scully have each  been granted options over 2,778 A ordinary £1 shares. The exercise price is £8.90 per share and the options may be exercised in a ten year period ending on 7 April 2031 when an option event occurs.



23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and inclusive of payments to certain directors’ own SIPPS, amounted to £70,337 (2022 - £90,559). Contributions totalling £15,118 (2022 - £12,621) were payable to the fund at the reporting date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
78,055
70,000
78,055
70,000

Later than 1 year and not later than 5 years
417,096
-
417,096
-

495,151
70,000
495,151
70,000

Page 32

 
THINK PUBLISHING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Related party transactions

During the year Think Publishing Limited re-charged Think Travel Media Limited £81,540 in respect of shared overheads and staff costs. The year end balance due to Think Travel Media Limited was £54,342.




26.


Controlling party

I F McAuliffe is the controlling shareholder.

 
Page 33