Registered number:
FOR THE YEAR ENDED 29 FEBRUARY 2024
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MEDIA 10 HOLDINGS LIMITED
COMPANY INFORMATION
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MEDIA 10 HOLDINGS LIMITED
CONTENTS
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MEDIA 10 HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
The Directors present their strategic report for the year ended 29 February 2024.
In the prior financial year, the Company was the parent entity for a larger group of companies that organised trade and consumer exhibitions as well as publishing digital and print publications across a range of sectors. Following a corporate restructure in the prior financial year, the Company become an intermediate holding company with the principal activities of the Company’s subsidiary undertakings being organising trade exhibitions in the construction and related built environment sectors. Full details of the restructure that took place in the prior financial year are set out in the Company’s financial statements for the year ended 28 February 2023.
For the year ended 29 February 2024, consolidated revenue for the Group was £3.6m, this compared to £24.1m in the prior financial year (please note, the comparison figured includes revenue from discontinued operations) or £4.7m when compared to continuing operations only. Group consolidated profit before tax and after exceptional items was £0.4m, up from £0.1m in the prior financial year. Overall, the Directors are satisfied with the results for the financial year. While the Group posted a small operating loss, the Directors believe the full benefits of the restructure that took place in the prior financial year had yet to be realised. The Directors are optimistic for the Group’s immediate prospects. Revenue and profit are forecast to be significantly higher in in the year to 28 February 2025 on the back of forward bookings well ahead of the same period in the prior year. Other Matters On 15 July 2024, Industry Expo Limited, a subsidiary entity controlled by the Company, sold the trade, assets and related intellectual property in Concrete Expo, a trade exhibition for professionals operating in the concrete and related sectors, to QMJ Group Limited. The terms of the deal were not disclosed. Immediately prior to the transaction, the Company acquired all of the issued share capital of Industry Expo that it didn’t already hold which meant at the time of the transaction, the Group held 100% of the share capital of Industry Expo.
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MEDIA 10 HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
Like all businesses, there are a number of potential risks and uncertainties which could have a material impact on the Group‘s long term performance and cause results to differ materially from those expected. The principal risks to which, in the view of the directors, the business is most exposed are detailed below, alongside the mitigating action that the Board has taken.
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MEDIA 10 HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
The Board monitor financial performance across numerous key indicators, the most relevant being operating profit margin before overheads (referred to internally as net selling margin or “NSM”) and revenue generated each month. Each product has different NSM and revenue targets set each financial year or for each annual cycle for the Group’s live events. These metrics are monitored against actual reported results each month by the Board.
Overheads are largely fixed costs and budgets are set at the start of the financial year and are monitored closely each month. Further commentary on the financial result of the business in the financial year is included in the business review above.
Key metrics such as visitor numbers at live events, visitor and exhibitor satisfaction ratings (Net Promotor Score) are monitored closely by the Board. The business regularly surveys exhibitors and visitors to its live events to ensure the content of the shows remain relevant and the market’s perception of the Group’s events matches the high standards expected.
Directors' statement of compliance with duty to promote the success of the Group
The Board of Directors considers that it has complied in all material respects with their s172(1) duties.
This report was approved by the board on 18 November 2024 and signed on its behalf.
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MEDIA 10 HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
The directors present their report and the financial statements for the year ended 29 February 2024.
The profit for the year, after taxation and minority interests, amounted to £407,878 (2023 - £79,200).
The directors are not recommending any dividend payments during the year (2022 - £7,633,123).
The directors who served during the year were:
Following completion of the corporate restructure detailed in the strategic report, the directors do not anticipate any significant changes to the Group’s core activities in the near future.
The Group prides itself on delivering events that exist to meet the needs and high expectations of its customers and visitors. The Group constantly engages with its customers to understand their needs and aims to deliver these through the provision of truly market-leading products.
The Group’s operates through open and transparent relationships and communication with key suppliers and live event venues. These relationships have been built over a number of years, many of which are under longer term supply agreements which contain clear payment policies and mutual obligation clauses.
On 15 July 2024, Industry Expo Limited, a subsidiary entity controlled by the Company, sold the trade, assets and related intellectual property in Concrete Expo, a trade exhibition for professionals operating in the concrete and related sectors, to QMJ Group Limited. The terms of the deal were not disclosed. Immediately prior to the transaction, the Company acquired all of the issued share capital of Industry Expo that it didn’t already hold which meant at the time of the transaction, the Group held 100% of the share capital of Industry Expo.
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MEDIA 10 HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
The auditors, Haslers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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MEDIA 10 HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 29 FEBRUARY 2024
The directors are responsible for preparing the Group Strategic Report, 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 judgments 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 2006. They 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.
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MEDIA 10 HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDIA 10 HOLDINGS LIMITED
We have audited the financial statements of Media 10 Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 29 February 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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).
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 United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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MEDIA 10 HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDIA 10 HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Directors' Report.
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MEDIA 10 HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDIA 10 HOLDINGS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the legal and regulatory frameworks that are applicable to the entity we have considered those that have a direct and indirect material impact on the financial statements and operations of the company. These include but are not limited to the Companies Act 2006, GDPR, Employment and Health & Safety legislation and tax legislation. We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of documentation generated and assessing the extent of compliance with the relevant laws and regulations. We discussed among the audit engagement team regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. As a result of performing the above, we identified the greatest potential for material misstatements due to fraud are in the following areas, and our specific procedures performed to address these are described below: The risk of management override of controls is the area where the financial statements were most susceptible to material misstatement due to fraud. In addition, the key principal risks related to the existence of inappropriate journal entries to impact the profit for the year and management bias in accounting estimates. Procedures performed to address these were as follows: • Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud, including known or suspected instances of non-compliance with laws and regulations, and fraud, • Identifying and assessing the effectiveness of controls management has in place for stock and how fraud is detected and prevented.
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MEDIA 10 HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MEDIA 10 HOLDINGS LIMITED (CONTINUED)
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process, • Challenging assumptions and judgements made by management in its significant accounting estimates; and • Identifying and testing journal entries, in particular any unusual journal entries posted around the year-end and journal entries with no descriptions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Old Station Road
Essex
IG10 4PL
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MEDIA 10 HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024
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MEDIA 10 HOLDINGS LIMITED
REGISTERED NUMBER: 06930305
CONSOLIDATED BALANCE SHEET
AS AT 29 FEBRUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 November 2024.
The notes on pages 20 to 39 form part of these financial statements.
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MEDIA 10 HOLDINGS LIMITED
REGISTERED NUMBER: 06930305
COMPANY BALANCE SHEET
AS AT 29 FEBRUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 39 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023
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