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REGISTERED NUMBER: 13874055 (England and Wales)






















Estel Media Holdco Limited

Previously known as
Progressive Holdco Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2023






Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited






Contents of the Consolidated Financial Statements
for the year ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 20


Estel Media Holdco Limited
previously known as Progressive Holdco Limited

Company Information
for the year ended 31 December 2023







DIRECTORS: W E Crocker
L W Danson





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

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Group Strategic Report
for the year ended 31 December 2023

The directors present their strategic report for the company and group for the year ended 31 December 2023.

REVIEW OF BUSINESS
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.

The global media market in 2023 faced significant disruption due to economic challenges and industry-specific pressures. The technology sector, a major player in B2B marketing, experienced reduced spending as companies prioritized profitability over growth. However the increased appetite for live events enabled the business to offset these challenges. In addition the demand remained firm for paid subscriptions to our key titles. The overall market showcased a blend of cautious spending, innovation, and strategic realignments amid broader trading challenges.

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.


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Group Strategic Report
for the year ended 31 December 2023

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:

2023 2022 Change
£'000 £'000

Turnover 23,004 23,730 (2.3% )
Group operating loss (5,830 ) (5,777 ) (1% )
Loss after tax (6,006 ) (5,969 ) (1% )
Equity shareholders' funds (37,506 ) (28,411 ) (32% )

Current assets as % of current liabilities ('quick ratio') 11% 17% (35.3% )
Average number of employees 327 402 (18.7% )

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:





W E Crocker - Director


30 January 2025

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Report of the Directors
for the year ended 31 December 2023

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

CHANGE OF NAME
The company passed a special resolution on 29 July 2024 changing its name from Progressive Holdco Limited to Estel Media Holdco Limited.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

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.

DIRECTORS
K Appiah - resigned 2 May 2023
M D Phillips - appointed 6 March 2023

W E Crocker and L W Danson were appointed as directors after 31 December 2023 but prior to the date of this report.

M D Phillips ceased to be a director after 31 December 2023 but prior to the date of this report.

GOING CONCERN
The group reported an operating loss for the year of £5,830,000 (2022: 5,777,000) and net current liabilities of £48,138,000 at the year end (2022: £34,410,000) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2025 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 DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 directors are 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 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.

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Report of the Directors
for the year ended 31 December 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director 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.

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

ON BEHALF OF THE BOARD:





W E Crocker - Director


30 January 2025

Report of the Independent Auditors to the Members of
Estel Media Holdco Limited
previously known as Progressive Holdco Limited

Opinion
We have audited the financial statements of Estel Media Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 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 2023 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Report of the Independent Auditors to the Members of
Estel Media Holdco Limited
previously known as Progressive Holdco Limited


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 Directors 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 Directors have 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, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept 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 directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

In preparing the financial statements, the directors are responsible for assessing the 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.

Report of the Independent Auditors to the Members of
Estel Media Holdco Limited
previously known as Progressive Holdco Limited


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.



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.

Report of the Independent Auditors to the Members of
Estel Media Holdco Limited
previously known as Progressive Holdco Limited


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

31 January 2025

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Consolidated Income Statement
for the year ended 31 December 2023

2023 2022
Notes £'000 £'000

TURNOVER 3 23,004 23,730

Cost of sales 6,977 6,822
GROSS PROFIT 16,027 16,908

Administrative expenses 21,857 22,685
OPERATING LOSS 5 (5,830 ) (5,777 )

Interest receivable and similar income 21 4
(5,809 ) (5,773 )

Interest payable and similar expenses 6 393 324
LOSS BEFORE TAXATION (6,202 ) (6,097 )

Tax on loss 7 (196 ) (128 )
LOSS FOR THE FINANCIAL YEAR (6,006 ) (5,969 )
Loss attributable to:
Owners of the parent (6,006 ) (5,969 )

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Consolidated Other Comprehensive Income
for the year ended 31 December 2023

2023 2022
Notes £'000 £'000

LOSS FOR THE YEAR (6,006 ) (5,969 )


OTHER COMPREHENSIVE INCOME
Fair value loss on hedging instrument (206 ) 589
Exchange differences on retranslating 22 (17 )
of subsidiary undertakings
Revaluation loss on freehold property (4,058 ) (179 )
Income tax relating to components of
other comprehensive income

1,153

(102

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

(3,089

)

291
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(9,095

)

(5,678

)

Total comprehensive income attributable to:
Owners of the parent (9,095 ) (5,678 )

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Consolidated Balance Sheet
31 December 2023

2023 2022
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 10,652 14,847
Investments 11 - -
Derivative financial instruments 12 383 589
11,035 15,436

CURRENT ASSETS
Stocks 13 75 101
Debtors 14 4,764 6,296
Cash at bank and in hand 1,192 838
6,031 7,235
CREDITORS
Amounts falling due within one year 15 54,169 41,645
NET CURRENT LIABILITIES (48,138 ) (34,410 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(37,103

)

(18,974

)

CREDITORS
Amounts falling due after more than one
year

16

-

(7,700

)

PROVISIONS FOR LIABILITIES 21 (403 ) (1,737 )
NET LIABILITIES (37,506 ) (28,411 )

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Consolidated Balance Sheet - continued
31 December 2023

2023 2022
Notes £'000 £'000 £'000 £'000
CAPITAL AND RESERVES
Called up share capital 22 2 2
Revaluation reserve 23 2,484 5,440
Foreign exchange reserve 23 282 260
Hedging reserve 23 287 442
Retained earnings 23 (40,582 ) (34,576 )
SHAREHOLDERS' FUNDS (37,527 ) (28,432 )

NON-CONTROLLING INTERESTS 21 21
TOTAL EQUITY (37,506 ) (28,411 )


The financial statements were approved by the Board of Directors and authorised for issue on 30 January 2025 and were signed on its behalf by:





W E Crocker - Director


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Company Balance Sheet
31 December 2023

2023 2022
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 10,190 12,942
Derivative financial instruments 12 - -
10,190 12,942

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

(2,750

)

2

CAPITAL AND RESERVES
Called up share capital 22 2 2
Retained earnings (2,752 ) -
SHAREHOLDERS' FUNDS (2,750 ) 2

Company's loss for the financial year (2,752 ) -

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 January 2025 and were signed on its behalf by:





W E Crocker - Director


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Consolidated Statement of Changes in Equity
for the year ended 31 December 2023

Called up Foreign
share Retained Revaluation exchange
capital earnings reserve reserve
£'000 £'000 £'000 £'000
Balance at 1 January 2022 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

Changes in equity
Total comprehensive income - (6,006 ) (2,956 ) 22
Balance at 31 December 2023 2 (40,582 ) 2,484 282
Hedging Non-controlling Total
reserve Total interests equity
£'000 £'000 £'000 £'000
Balance at 1 January 2022 - (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 )

Changes in equity
Total comprehensive income (155 ) (9,095 ) - (9,095 )
Balance at 31 December 2023 287 (37,527 ) 21 (37,506 )

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Company Statement of Changes in Equity
for the year ended 31 December 2023

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

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

Changes in equity
Total comprehensive income - (2,752 ) (2,752 )
Balance at 31 December 2023 2 (2,752 ) (2,750 )

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Consolidated Cash Flow Statement
for the year ended 31 December 2023

2023 2022
Notes £'000 £'000
Cash flows from operating activities
Cash generated from operations 1 (5,502 ) (4,647 )
Interest paid (393 ) (324 )
Tax paid 38 (1,577 )
Net cash from operating activities (5,857 ) (6,548 )

Cash flows from investing activities
Purchase of tangible fixed assets (244 ) (1,034 )
Sale of tangible fixed assets - 1
Interest received 21 4
Net cash from investing activities (223 ) (1,029 )

Cash flows from financing activities
New loans in year - 8,000
Loan repayments in year (150 ) (112 )
Shareholder loan repayment - (2,801 )
New shareholder loans 6,835 -
Net cash from financing activities 6,685 5,087

Increase/(decrease) in cash and cash equivalents 605 (2,490 )
Cash and cash equivalents at
beginning of year

2

587

3,077

Cash and cash equivalents at end of
year

2

1,192

587

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2023

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2023 2022
£'000 £'000
Loss before taxation (6,202 ) (6,097 )
Depreciation charges 373 332
Loss/(profit) on disposal of fixed assets 8 (1 )
Foreign exchange 22 (17 )
Fixed asset translations - (2 )
Finance costs 393 324
Finance income (21 ) (4 )
(5,427 ) (5,465 )
Decrease/(increase) in stocks 26 (20 )
Decrease in trade and other debtors 1,532 984
Decrease in trade and other creditors (1,633 ) (146 )
Cash generated from operations (5,502 ) (4,647 )

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 2023
31.12.23 1.1.23
£'000 £'000
Cash and cash equivalents 1,192 838
Bank overdrafts - (251 )
1,192 587
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


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2023

3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1.1.23 Cash flow changes At 31.12.23
£'000 £'000 £'000 £'000
Net cash
Cash at bank
and in hand 838 354 1,192
Bank overdrafts (251 ) 251 -
587 605 1,192
Debt
Debts falling due
within 1 year (188 ) 150 (7,700 ) (7,738 )
Debts falling due
after 1 year (7,700 ) - 7,700 -
(7,888 ) 150 - (7,738 )
Total (7,301 ) 755 - (6,546 )

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

1. STATUTORY INFORMATION

Estel Media 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 £5,830,000 (2022: 5,777,000) and net current liabilities of £48,138,000 (2022: £34,410,000) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2025 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 Estel Media 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 Estel Media 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.

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
With the exception of freehold property, 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 or valuation, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Freehold property- 2%
Fixtures and fittings - 20%
Computer equipment- 33%


Freehold property is included in the balance sheet at open market value. Surpluses and deficits on revaluations are recognised through other comprehensive income when appropriate.

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.


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

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.


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

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.

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

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, Business Trade Media International Limited (previously Progressive Media International Limited), Progressive Media Investments Limited (previously New Statesman Media Group Limited) and its subsidiaries were merged with those of Estel Media Holdco Limited. The results and cashflow of the consolidated entity were brought into the consolidated financial statements from the beginning of the financial year in which the combination occurred. The comparative information was 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:

2023 2022
£'000 £'000
Media and publishing 23,004 23,730
23,004 23,730

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
2023 2022
£'000 £'000
Wages and salaries 15,260 16,365
Social security costs 1,304 1,500
Other pension costs 385 278
16,949 18,143

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2023 2022

Production 165 242
Sales and distribution 83 88
Administration 79 72
327 402

2023 2022
£    £   
Directors' remuneration 318,536 178,780
Directors' pension contributions to money purchase schemes 12,719 18,375

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

Money purchase schemes 2 1

Information regarding the highest paid director for the year ended 31 December 2023 is as follows:
2023
£   
Emoluments etc 183,944
Pension contributions to money purchase schemes 770

5. OPERATING LOSS

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

2023 2022
£'000 £'000
Hire of plant and machinery 2 6
Other operating leases 39 50
Depreciation - owned assets 373 332
Loss/(profit) on disposal of fixed assets 8 (1 )
Foreign exchange differences 69 (127 )
Auditors' remuneration for subsidiaries (including expenses and
benefits in kind)

80

43
Auditors' remuneration for the company (including expenses and
benefits in kind)

15

10

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£'000 £'000
Bank interest 377 311
Bank loan interest 16 13
393 324

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2023 2022
£'000 £'000
Current tax:
UK corporation tax 13 74

Deferred tax (209 ) (202 )
Tax on loss (196 ) (128 )

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:

2023 2022
£'000 £'000
Loss before tax (6,202 ) (6,097 )
Loss multiplied by the standard rate of corporation tax in the UK of
19 % (2022 - 19 %)

(1,178

)

(1,158

)

Effects of:
Expenses not deductible for tax purposes 147 173
Deferred tax movement not recognised 966 903
Enhanced rate of capital allowances - (57 )
Adjustment in respect of prior periods (59 ) -
Differences in tax rates - deferred tax (72 ) 11
Total tax credit (196 ) (128 )

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£'000 £'000 £'000
Fair value loss on hedging instrument (206 ) 51 (154 )
Exchange differences on retranslating 22 - 22
of subsidiary undertakings
Revaluation loss on freehold property (4,058 ) 1,102 (2,956 )
(4,241 ) 1,153 (3,088 )


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

7. TAXATION - continued
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
Revaluation loss on freehold property (179 ) 45 (134 )
393 (102 ) 291

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 2023
and 31 December 2023 81
AMORTISATION
At 1 January 2023
and 31 December 2023 81
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 -

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

10. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Short and
property leasehold fittings
£'000 £'000 £'000
COST OR VALUATION
At 1 January 2023 14,600 60 580
Additions 158 - 1
Disposals - - -
Revaluations (4,408 ) - -
At 31 December 2023 10,350 60 581
DEPRECIATION
At 1 January 2023 150 60 316
Charge for year 200 - 79
Eliminated on disposal - - -
Revaluation adjustments (350 ) - -
At 31 December 2023 - 60 395
NET BOOK VALUE
At 31 December 2023 10,350 - 186
At 31 December 2022 14,450 - 264

Motor Computer
vehicles equipment Totals
£'000 £'000 £'000
COST OR VALUATION
At 1 January 2023 36 853 16,129
Additions 20 65 244
Disposals - (67 ) (67 )
Revaluations - - (4,408 )
At 31 December 2023 56 851 11,898
DEPRECIATION
At 1 January 2023 36 720 1,282
Charge for year 3 91 373
Eliminated on disposal - (59 ) (59 )
Revaluation adjustments - - (350 )
At 31 December 2023 39 752 1,246
NET BOOK VALUE
At 31 December 2023 17 99 10,652
At 31 December 2022 - 133 14,847

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

10. TANGIBLE FIXED ASSETS - continued

Group

Cost or valuation at 31 December 2023 is represented by:

Fixtures
Freehold Short and
property leasehold fittings
£'000 £'000 £'000
Valuation in 2023 10,350 - -
Cost - 60 581
10,350 60 581

Motor Computer
vehicles equipment Totals
£'000 £'000 £'000
Valuation in 2023 - - 10,350
Cost 56 851 1,548
56 851 11,898

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakin
£'000
COST
At 1 January 2023 12,942
Impairments (2,752 )
At 31 December 2023 10,190
NET BOOK VALUE
At 31 December 2023 10,190
At 31 December 2022 12,942


Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

11. FIXED ASSET INVESTMENTS - continued


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 2023 are as follows:-




Name of company

Country of
registration
and operation



Nature of business
Proportion of
voting rights
and shares
held

Progressive Media Investments Limited
previously known as New Statesman
Media Group Limited
UK Publishing 100%
Business Trade Media International
Limited previously known as Progressive
Media International 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%
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%

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

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

12. DERIVATIVE FINANCIAL INSTRUMENTS

2023 2022
£'000 £'000
Non-current derivative financial assets:
Fair value of interest rate swap 383 589

Fair value at 31 December 2023 is represented by:
£'000
Valuation in 2023 383

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

13. STOCKS

Group
2023 2022
£'000 £'000
Stocks 75 101

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2023 2022
£'000 £'000
Trade debtors 2,136 3,347
Other debtors 242 391
Amounts owed from related
parties 1,645 1,485
Prepayments and accrued income 741 1,073
4,764 6,296

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Bank loans and overdrafts (see note 17) 7,738 439 - -
Trade creditors 2,015 2,045 - -
Amounts owed to participating interests - 56 - -
Corporation Tax 64 41 - -
Social security and other taxes 962 1,762 - -
Other creditors 936 1,496 - -
Amounts owed to related
parties 96 48 - -
Shareholder loan 36,782 29,947 12,940 12,940
Accruals and deferred income 5,576 5,811 - -
54,169 41,645 12,940 12,940

The group has loans from M Danson totalling £36,782,064 (2022 £29,947,315). 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
2023 2022
£'000 £'000
Bank loans (see note 17) - 7,700

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

17. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£'000 £'000
Amounts falling due within one year or on demand:
Bank overdrafts - 251
Bank loans 7,738 188
7,738 439
Amounts falling due between one and two years:
Bank loans - 7,700

The bank loan has been re-analysed and shown as payable within one year at the balance sheet date, due to a breach of covenants that has not been remedied by the balance sheet date. Since the year end the directors have renegotiated the loan facility with the bank. The updated facility expires at the time as the original facility and has been made on similar terms.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£'000 £'000
Within one year 14 14

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£'000 £'000
Bank loans 7,738 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.

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

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 £383,159, 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 £383,159 (2022: £588,864).

Cash flows on both the loan and the interest rate swaps are paid quarterly until 2027. During 2023, a hedging loss of £205,705 (2022: gain of £588,864) was recognised in other comprehensive income for changes in the fair value of the interest rate swap.

21. PROVISIONS FOR LIABILITIES

Group
2023 2022
£'000 £'000
Deferred tax 403 1,737

Group
Deferred
tax
£'000
Balance at 1 January 2023 1,737
Credit to Income Statement during year (181 )
To Other Comprehensive Income (1,153 )
Balance at 31 December 2023 403

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £'000 £'000
2,104 Ordinary £1 2 2

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

23. RESERVES

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

At 1 January 2023 (34,576 ) 5,440 260 442 (28,434 )
Deficit for the year (6,006 ) (6,006 )
Exchange rate gains / losses - - 22 (1 ) 21
Fair value gain on hedging ins - - - (154 ) (154 )
Revaluation gains/(losses) - (2,956 ) - - (2,956 )
At 31 December 2023 (40,582 ) 2,484 282 287 (37,529 )

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

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

Revaluation reserve comprises cumulative unrealised revaluation adjustments to freehold 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 £384,469 (2022 £278,295).

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 ultimate controlling party. 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 14 and 15 respectively. No interest is charged on these loans

The group has loans from M Danson totalling £36,782,064 (2022 £29,947,006). 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 £1,215,094 (2022 £1,103,168) was paid.

Estel Media Holdco Limited (Registered number: 13874055)
previously known as Progressive Holdco Limited

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

26. POST BALANCE SHEET EVENTS

On the 30 August 2024, the entire share capital of a subsidiary Business Trade Media Limited was sold for a total of £6,300,000 realising a gain in the region of £9,900,000.

27. ULTIMATE CONTROLLING PARTY

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