Media Concierge (Holdings) Limited
Annual Report and Financial Statements
For the year ended 30 September 2024
Company Registration No. 02972740 (England and Wales)
Media Concierge (Holdings) Limited
Company Information
Directors
M. C. Denmark
R. W. Whitehair
R. E. Elliot
C. N. C. Denmark
Secretary
R. W. Whitehair
Company number
02972740
Registered office
47 Great Marlborough Street
London
W1F 7JP
Auditor
Moore Kingston Smith LLP
Orbital House
20 Eastern Road
Romford
Essex
RM1 3PJ
Bankers
Barclays Bank plc
City Service Centre
54 Lombard Street
London
EC3V 9EX
Media Concierge (Holdings) Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5 - 8
Independent auditor's report
9 - 13
Group profit and loss account
14
Group statement of comprehensive income
15
Group balance sheet
16 - 17
Company balance sheet
18
Group statement of changes in equity
19
Company statement of changes in equity
20
Group statement of cash flows
21
Notes to the financial statements
22 - 45
Media Concierge (Holdings) Limited
Strategic Report
For the year ended 30 September 2024
Page 1

The directors present the strategic report for the year ended 30 September 2024.

Fair review of the business

The group's principal activity is that of media representation and direct marketing in the UK as well as the publishing of newspapers and newspaper websites in Ireland. There have been no significant changes in these activities during the year ending 30 September 2024.

 

Results and performance

Group turnover for the 12 months ending 30 September 2024 was £113.5m (2023: £113.3m). Gross profit margin was 23.9% (2023: 24.3%).

 

The group continues to trade strongly delivering an EBITDA of £8.3m. The group as at the year end had net cash of £7.6m with further investments during the year in its freehold properties and Investments. Net assets increased to £15.8m.

 

Business environment

The Group will continue to consolidate its position and concentrate its efforts on achieving maximum growth in its existing market segments. We aim to improve efficiency in all areas of our operations through cost reduction; more disciplined planning and more effective customer representation. Customer service remains a top priority.

 

Key performance indicators (KPIs)

The Group uses turnover and gross margin as its key performance indicators which are both noted above. It does not use non-financial key performance indicators.

 

Future developments

The directors will continue to focus efforts to enhance the customer offering and to maintain margins. There will also be ongoing efforts to ensure strong cash generation and to manage working capital. With these objectives, the directors are confident of ongoing good financial performance despite the prevailing economic backdrop.

Principal Risks and Uncertainties

The Group's principal risk relates to credit risk and movements in foreign currency exchange rates. The Group invoices customers in their local currency and pays expenses in local currency. However, that leaves it exposed to exchange differences arising from the translation of subsidiaries' financial statements to our reporting currency of £ sterling. The Group does not make any use of derivatives, currency or other financial instruments.

 

The Group had cash at 30 September 2024 of £7.6m (2023: £8.6m) for working capital.

 

Group credit risk is principally attributable to trade debtors. In order to manage credit risk, we establish limits with customers based on a combination of payment history and third party credit references. Credit limits are reviewed by Group management in conjunction with debt ageing and collection history.

Media Concierge (Holdings) Limited
Strategic Report (Continued)
For the year ended 30 September 2024
Page 2
Statement by the directors relating to their statutory duties under section 172(1) of the Companies Act 2006

The directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members, and in doing so have regard, amongst other matters, to the:

 

 

Stakeholders

The directors understand the importance of engagement with all of their stakeholders and give appropriate weighting to the outcome of their decisions for the relevant stakeholder in weighing up how best to promote the success of the group. The directors regularly discuss issues concerning customers, suppliers, employees, community and environment and their shareholders, which it takes into account in its discussions and in its decision-making process. In addition to this, the directors seek to understand the interests and views of the group's stakeholders by engaging with them directly when required. The below summarises the key stakeholders and the engagement with each:

 

Customers

The directors are in regular contact with their customers, including to obtain feedback on matters such as quality of customer service. The group works closely with its customers to achieve long term client satisfaction through bespoke service delivery.

 

Suppliers

The group works with a range of suppliers and remains committed to being fair and transparent in dealings with all suppliers. The group has, where relevant, procedures in place requiring due diligence of suppliers as to their internal governance, including for example, their anti-bribery and corruption practices, data protection policies and modern slavery matters. The group has systems and processes in place to ensure suppliers are paid in a timely manner.

Other performance indicators

Employees

The group has a well-established management reporting structure which encourages employee engagement in an open working environment. The directors are responsible for ensuring that this structure enables effective communication and feedback between employees and management.

 

Community and environment

The directors are aware of the impact its activities can have on the environment, and is committed to minimising the group's environmental footprint.

 

Shareholders

The directors also seek to behave in a responsible manner towards its shareholders. The directors communicate information relevant to its shareholders, such as its financial reporting information, in the form and frequency agreed between the parties.

Media Concierge (Holdings) Limited
Strategic Report (Continued)
For the year ended 30 September 2024
Page 3
Post Balance Sheet Events

National World Acquisition

On 18 December 2024, the boards of Media Concierge (Holdings) Limited and National World plc announced that they had reached agreement on the terms and conditions of a recommended final all-cash acquisition by Neo Media Publishing Limited, a newly incorporated company wholly-owned by Media Concierge, for the entire issued, and to be issued, ordinary share capital of National World not already owned by Media Concierge and the Media Concierge Affiliates (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement (the "Scheme").

The Acquisition values National World's entire issued, and to be issued, ordinary share capital at approximately £65.1 million on a fully diluted basis, and implies an enterprise value of approximately £52.1 million. The cash consideration to National World Shareholders pursuant to the terms of the Acquisition will be financed from a combination of (i) existing cash reserves which are being held in an escrow account and (ii) a new £40,000,000 loan facility signed on 18th December and being provided by HSBC UK Bank plc and Barclays Bank to Neo Publishing Limited to be guaranteed by the National World companies to be acquired.

On 13 February 2025, National World announced that at the Court Meeting and the General Meeting the requisite majorities of National World Shareholders (either in person or by proxy) passed all of the resolutions to implement the Scheme. The acquisition remains subject to competition clearance in both the UK and Republic Of Ireland, once this has been received the acquisition will be completed.

Media Concierge believes that National World's performance will be enhanced as a private company under new ownership as part of an enlarged Media Concierge Group. Media Concierge also believes that a combination of National World and Media Concierge could generate synergies and that the National World business would benefit from the ability to leverage the knowledge, capabilities and relationships of Media Concierge and its management.

In its latest financial year to 28 December 2024, National World reported total revenues of £96.0 million (2023: £88.4 million) and an adjusted profit before taxation of £11.1 million (2023: £9.7 million).

Revolving Credit Facility

On the 16 December 2024 Media Concierge (Holdings) Limited signed a Revolving Credit Facility with HSBC UK Bank plc and Barclays Bank for £10m, the facility to be used primarily to fund future acquisitions and working capital requirements.

The following group companies are guarantors for the revolving credit facility: Media Concierge (Holdings) Limited, Group M Services Limited, Mediaforce (London) Limited, Mediaforce Representation Limited, Leaflet Co Limited (The), Mediaforce (Representation) Digital Limited, Formpress Publishing Limited and Iconic Newspapers Limited.

Litigation and Contract Terminations

On the 1 July 2024 Mediaforce London received a letter from National World PLC purporting to seek to terminate their agreements as at the close of business on 30 September 2024. Mediaforce’s position is that the notice has been sent in a way and on such terms that are materially deficient and contrary to the relevant provisions of the Agreements, and therefore is of no effect. However National World have moved their contracts from the 30 September 2024.

In the interests of National World Shareholders being able to consider the terms of the Acquisition, the National World and Media Concierge agreed to pause the taking of further formal action pending the National World Shareholders’ consideration of the Acquisition.

Media Concierge (Holdings) Limited
Strategic Report (Continued)
For the year ended 30 September 2024
Page 4

On behalf of the board

R. E. Elliot
Director
28 March 2025
Media Concierge (Holdings) Limited
Directors' Report
For the year ended 30 September 2024
Page 5

The directors present their annual report and financial statements for the year ended 30 September 2024.

 

In accordance with s414c(11) of the Companies Act 2006, the information relating to future developments and financial risk management are included in the Strategic Report.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M. C. Denmark
R. W. Whitehair
R. E. Elliot
C. N. C. Denmark
Results and dividends

The results for the year are set out on page 14.

 

Ordinary dividends were paid amounting to £5,000,000 (2023: £nil).

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Media Concierge (Holdings) Limited
Directors' Report (Continued)
For the year ended 30 September 2024
Page 6
Energy and carbon report

This report represents the greenhouse gas (“GHG”) emission quantified by the business for the financial year ending 30 September 2024.

 

The report has been prepared under the Companies (Directors’ report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, under which we are required to disclose our UK Energy use and associated GHG emissions. Specifically, we are required to report UK energy usage and emission derived from purchased electricity, gas and transport.

2024
Energy consumption
kWh
Aggregate of energy consumption in the year
- Gas combustion
9,442
- Electricity purchased
259,921
- Fuel consumed for transport
4,176,778
4,446,141
2024
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion and fuel consumed for owned transport
1,028.02
1,028.02
Scope 2 - indirect emissions
- Electricity purchased
53.82
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
21.53
Total gross emissions
1,103.37
Intensity ratio
Kgs CO2e / £m Revenues
9.72
Reporting Scope

The organisation boundary is defined using a financial control approach. Organisations included within the calculation are Media Concierge (Holdings) Limited and its UK subsidiaries listed in note 17 of the financial statements.

The operational boundaries have been determined with reference to the requirements of SECR comprising:

•    Scope 1 for stationary gas emissions and owned vehicle emissions.

•    Scope 2 for purchased electricity emission. Both location- and market-based emissions.

•    Scope 3 for staff vehicle emissions.

 

 

Media Concierge (Holdings) Limited
Directors' Report (Continued)
For the year ended 30 September 2024
Page 7
Quantification and reporting methodology

The report has been prepared in reference to the GHG Protocol Corporate Standard and the operational boundaries.

 

Gas and electricity emissions have been calculated using kWh consumption data across the UK sites under operational control.

 

Company-owned vehicle emissions have been calculated from mileage and spend-based consumption data.

 

Employee-owned vehicle emissions have been calculated from mileage consumption data.

 

Emissions have been calculated using the 2024 conversion factors published by the UK Government.

 

There are no material omission from the mandatory reporting scope.

Measures taken to improve energy efficiency

The company continues to take steps to improve the energy efficiency or it operations and reduce its carbon footprint.

Media Concierge (Holdings) Limited
Directors' Report (Continued)
For the year ended 30 September 2024
Page 8
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
R. E. Elliot
Director
28 March 2025
Media Concierge (Holdings) Limited
Independent Auditor's Report
To the Members of Media Concierge (Holdings) Limited
Page 9
Opinion

We have audited the financial statements of Media Concierge (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Media Concierge (Holdings) Limited
Independent Auditor's Report (Continued)
To the Members of Media Concierge (Holdings) Limited
Page 10

Opinions on other matters prescribed by the Companies Act 2006

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

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 their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

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

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Media Concierge (Holdings) Limited
Independent Auditor's Report (Continued)
To the Members of Media Concierge (Holdings) Limited
Page 11
Auditor's 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 an auditor's 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 financial statements.

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

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Media Concierge (Holdings) Limited
Independent Auditor's Report (Continued)
To the Members of Media Concierge (Holdings) Limited
Page 12

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Media Concierge (Holdings) Limited
Independent Auditor's Report (Continued)
To the Members of Media Concierge (Holdings) Limited
Page 13

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Steven Rushmer (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
31 March 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Media Concierge (Holdings) Limited
Group Profit and Loss Account
For the year ended 30 September 2024
Page 14
2024
2023
Notes
£
£
Turnover
3
113,536,672
113,280,125
Cost of sales
(86,419,687)
(85,810,270)
Gross profit
27,116,985
27,469,855
Administrative expenses
(21,068,883)
(19,505,438)
Other operating income
143,892
22,749
Operating profit
4
6,191,994
7,987,166
Share of profits of associates
828,405
690,390
Interest receivable and similar income
8
239,480
338,322
Interest payable and similar expenses
9
(158,524)
(107,368)
Gains on investments
10
(58,386)
226,635
Profit before taxation
7,042,969
9,135,145
Tax on profit
11
(1,852,272)
(1,825,220)
Profit for the financial year
5,190,697
7,309,925
Profit for the financial year is attributable to:
- Owners of the parent company
5,187,943
7,308,253
- Non-controlling interests
2,754
1,672
5,190,697
7,309,925

 

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Media Concierge (Holdings) Limited
Group Statement of Comprehensive Income
For the year ended 30 September 2024
Page 15
2024
2023
£
£
Profit for the year
5,190,697
7,309,925
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(91,901)
106,329
Total comprehensive income for the year
5,098,796
7,416,254
Total comprehensive income for the year is attributable to:
- Owners of the parent company
5,096,042
7,414,582
- Non-controlling interests
2,754
1,672
5,098,796
7,416,254
Media Concierge (Holdings) Limited
Group Balance Sheet
As at 30 September 2024
Page 16
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
476,073
643,489
Other intangible assets
13
854,990
1,765,774
Total intangible assets
1,331,063
2,409,263
Tangible assets
14
8,053,561
6,189,956
Investments
15
10,276,199
9,781,160
19,660,823
18,380,379
Current assets
Debtors
18
23,872,713
22,170,634
Cash at bank and in hand
7,560,187
8,572,016
31,432,900
30,742,650
Creditors: amounts falling due within one year
19
(34,986,269)
(33,188,226)
Net current liabilities
(3,553,369)
(2,445,576)
Total assets less current liabilities
16,107,454
15,934,803
Provisions for liabilities
Provisions
21
(218,654)
(218,654)
Deferred tax liability
22
(87,666)
(13,811)
(306,320)
(232,465)
Net assets
15,801,134
15,702,338
Capital and reserves
Called up share capital
24
153,912
153,912
Capital redemption reserve
53,897
53,897
Profit and loss reserves
15,545,097
15,449,055
Equity attributable to owners of the parent company
15,752,906
15,656,864
Non-controlling interests
48,228
45,474
15,801,134
15,702,338
Media Concierge (Holdings) Limited
Group Balance Sheet (Continued)
As at 30 September 2024
Page 17
The financial statements were approved by the board of directors and authorised for issue on 28 March 2025 and are signed on its behalf by:
28 March 2025
M. C. Denmark
Director
Media Concierge (Holdings) Limited
Company Balance Sheet
As at 30 September 2024
30 September 2024
Page 18
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
15
11,202,119
11,015,032
Current assets
Debtors
18
22,264,404
14,236,808
Cash at bank and in hand
107,225
2,239,147
22,371,629
16,475,955
Creditors: amounts falling due within one year
19
(23,685,421)
(18,493,278)
Net current liabilities
(1,313,792)
(2,017,323)
Net assets
9,888,327
8,997,709
Capital and reserves
Called up share capital
24
153,912
153,912
Capital redemption reserve
53,897
53,897
Profit and loss reserves
9,680,518
8,789,900
Total equity
9,888,327
8,997,709

As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s profit for the year was £5,890,618 (2023: £8,691,950 profit).

 

The financial statements were approved by the board of directors and authorised for issue on 28 March 2025 and are signed on its behalf by:
28 March 2025
M. C. Denmark
Director
Company Registration No. 02972740 (England and Wales)
Media Concierge (Holdings) Limited
Group Statement of Changes in Equity
For the year ended 30 September 2024
Page 19
Share capital
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 October 2022
153,912
53,897
8,034,473
8,242,282
43,802
8,286,084
Year ended 30 September 2023:
Profit for the year
-
-
7,308,253
7,308,253
1,672
7,309,925
Other comprehensive income:
Currency translation differences
-
-
106,329
106,329
-
106,329
Total comprehensive income for the year
-
-
7,414,582
7,414,582
1,672
7,416,254
Balance at 30 September 2023
153,912
53,897
15,449,055
15,656,864
45,474
15,702,338
Year ended 30 September 2024:
Profit for the year
-
-
5,187,943
5,187,943
2,754
5,190,697
Other comprehensive income:
Currency translation differences
-
-
(91,901)
(91,901)
-
(91,901)
Total comprehensive income for the year
-
-
5,096,042
5,096,042
2,754
5,098,796
Dividends
12
-
-
(5,000,000)
(5,000,000)
-
(5,000,000)
Balance at 30 September 2024
153,912
53,897
15,545,097
15,752,906
48,228
15,801,134
Media Concierge (Holdings) Limited
Company Statement of Changes in Equity
For the year ended 30 September 2024
Page 20
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2022
153,912
53,897
97,950
305,759
Year ended 30 September 2023:
Profit and total comprehensive income for the year
-
-
8,691,950
8,691,950
Balance at 30 September 2023
153,912
53,897
8,789,900
8,997,709
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
-
5,890,618
5,890,618
Dividends
12
-
-
(5,000,000)
(5,000,000)
Balance at 30 September 2024
153,912
53,897
9,680,518
9,888,327
Media Concierge (Holdings) Limited
Group Statement of Cash Flows
For the year ended 30 September 2024
Page 21
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
10,311,072
4,866,699
Interest paid
(8,524)
(107,368)
Income taxes paid
(1,796,795)
(601,240)
Net cash inflow from operating activities
8,505,753
4,158,091
Investing activities
Cash on purchase of business
12,067
-
Purchase of subsidary
-
(589,885)
Purchase of tangible fixed assets
(2,991,356)
(3,222,960)
Proceeds from disposal of tangible fixed assets
265,000
-
Purchase of investments
(1,414,090)
(1,625,932)
Proceeds from disposal of investments
1,168,617
752,556
Loans made to related parties
(2,450,725)
-
Repayment of loans
5,000,000
880,951
Issue of loans
(4,867,028)
-
0
Interest received
149,199
264,192
Dividends received
610,734
371,633
Net cash used in investing activities
(4,517,582)
(3,169,445)
Financing activities
Dividends paid to equity shareholders
(5,000,000)
-
0
Net cash used in financing activities
(5,000,000)
-
Net (decrease)/increase in cash and cash equivalents
(1,011,829)
988,646
Cash and cash equivalents at beginning of year
8,572,016
7,583,370
Cash and cash equivalents at end of year
7,560,187
8,572,016
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements
For the year ended 30 September 2024
Page 22
1
Accounting policies
Company information

Media Concierge (Holdings) Limited (“the Company”) is a private company, limited by shares, domiciled and incorporated in England and Wales. The registered office is 47 Great Marlborough Street, London, W1F 7JP.

 

The Group consists of Media Concierge (Holdings) Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination, liabilities and contingent liabilities acquired is recognised as goodwill.

 

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following acquisition date.

1.3
Basis of consolidation

As permitted by s408 Companies Act 2006, the Company has not presented its profit and loss account and related notes. The Company’s profit for the year was £5,890,618 (2023: £8,691,950).

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
1
Accounting policies
(Continued)
Page 23
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors of the ultimate parent company, Media Concierge (Holdings) Limited, have prepared a cash flow forecast for a period of 12 months from the date of approval of these financial statements which indicates that the group and company will have sufficient funds to meet liabilities as they fall due for that period. The cash flow forecast has assessed the impacts of other external factors and has concluded that there is no significant impact to the going concern status of the company.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years. Amortisation is recognised in administrative expenses in the consolidated profit and loss account.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
straight line over 5 years
Publishing titles
straight line over 8 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
1
Accounting policies
(Continued)
Page 24

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold property
straight line over 8 years
Leasehold land and buildings
straight line over the length of the lease
Fixtures & fittings
straight line over 8 years
Computer equipment
straight line over 5 years
Motor vehicles
straight line over 4 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
1
Accounting policies
(Continued)
Page 25
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
1
Accounting policies
(Continued)
Page 26
Loans and other receivables

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Basic financial liabilities are initially measured at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Other financial liabilities classified as fair value through profit or loss are measured at fair value.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
1
Accounting policies
(Continued)
Page 27
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
1
Accounting policies
(Continued)
Page 28
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
1
Accounting policies
(Continued)
Page 29
1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of intangible assets

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed if there is an indication of impairment. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 13 for the carrying amount of the intangible assets and the accounting policies for the useful economic lives for each class of asset.

Recognition of cost of sales

In the normal course of business, a number of group companies make an estimate of the amount and volume of media and direct marketing costs associated with each sale when the sale is ordered as well as any related rebates. These costs and rebates are reviewed annually and adjusted where necessary.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Marketing sales
113,536,672
113,280,125
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
3
Turnover and other revenue
(Continued)
Page 30
2024
2023
£
£
Turnover analysed by geographical market
Sales - UK
99,369,232
98,166,349
Sales - Europe
14,167,440
15,113,776
113,536,672
113,280,125
2024
2023
£
£
Other revenue
Interest income
149,199
278,209
Dividends received
90,281
60,113
Grants received
4,373
249
Rent receivable
139,159
22,500
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
77,665
(5,300)
Depreciation of owned tangible fixed assets
1,121,804
1,114,193
(Profit)/loss on disposal of tangible fixed assets
(265,000)
72,784
Amortisation of intangible assets
1,129,381
1,045,856
Operating lease charges
793,716
1,133,717
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
210,000
280,000
For other services
Tax compliance services
25,000
18,000
Other taxation services
10,000
9,000
Accountancy services
15,000
15,000
All other non-audit services
20,000
40,000
70,000
82,000
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 31
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration and support
34
34
-
-
Sales
109
100
-
-
Distribution
23
25
-
-
Other Departments
110
110
2
2
Total
276
269
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
12,739,092
12,738,333
-
0
510,000
Social security costs
1,390,668
1,381,083
-
-
Pension costs
229,394
215,147
-
0
-
0
14,359,154
14,334,563
-
0
510,000
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
520,037
584,529
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
191,333
213,962
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 32
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
57,630
17,955
Other interest income
91,569
260,254
Total interest revenue
149,199
278,209
Other income from investments
Dividends received
90,281
60,113
Total income
239,480
338,322
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
4,090
Other finance costs:
Other interest
158,524
103,278
Total finance costs
158,524
107,368
10
Gains on investments
2024
2023
£
£
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
-
174,031
Other gains/(losses)
(Loss)/gain on disposal of financial assets held at cost
(58,386)
52,604
(58,386)
226,635
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 33
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,370,520
1,538,722
Adjustments in respect of prior periods
(99,873)
-
0
Total UK current tax
1,270,647
1,538,722
Foreign current tax on profits for the current period
331,267
286,498
Total current tax
1,601,914
1,825,220
Deferred tax
Origination and reversal of timing differences
250,358
-
0
Total tax charge
1,852,272
1,825,220

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
7,042,969
9,135,145
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
1,760,742
2,283,786
Tax effect of expenses that are not deductible in determining taxable profit
101,380
68,681
Tax effect of income not taxable in determining taxable profit
(229,695)
(90,948)
Unutilised tax losses carried forward
18,985
-
0
Adjustments in respect of prior years
(99,873)
-
0
Effect of change in corporation tax rate
-
(25,986)
Permanent capital allowances in excess of depreciation
333,043
-
0
Effect of overseas tax rates
(313,967)
(125,560)
Tax at marginal rate
(228)
(632,053)
Capital allowances
-
0
(23,968)
Deferred tax
264,068
(7,586)
Other tax adjustments, reliefs and transfers
(10,766)
378,854
Chargeable gains
28,583
-
0
Taxation charge
1,852,272
1,825,220
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 34
12
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
5,000,000
-
13
Intangible fixed assets
Group
Goodwill
Software
Publishing titles
Total
£
£
£
£
Cost
At 1 October 2023
6,657,450
457,123
7,415,091
14,529,664
Additions
62,466
-
0
49,875
112,341
Exchange adjustments
-
0
(17,360)
(281,609)
(298,969)
At 30 September 2024
6,719,916
439,763
7,183,357
14,343,036
Amortisation and impairment
At 1 October 2023
6,013,961
457,123
5,649,317
12,120,401
Amortisation charged for the year
229,882
-
0
899,499
1,129,381
Exchange adjustments
-
0
(17,360)
(220,449)
(237,809)
At 30 September 2024
6,243,843
439,763
6,328,367
13,011,973
Carrying amount
At 30 September 2024
476,073
-
0
854,990
1,331,063
At 30 September 2023
643,489
-
0
1,765,774
2,409,263
The company had no intangible fixed assets at 30 September 2024 or 30 September 2023.
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 35
14
Tangible fixed assets
Group
Freehold property
Leasehold land and buildings
Fixtures & fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 October 2023
4,432,173
1,584,568
1,205,836
1,177,978
3,124,028
11,524,583
Additions
794,035
652,032
561,990
114,403
868,896
2,991,356
Disposals
-
0
-
0
-
0
-
0
(531,092)
(531,092)
Exchange adjustments
-
0
-
0
(16,608)
(3,403)
(5,337)
(25,348)
At 30 September 2024
5,226,208
2,236,600
1,751,218
1,288,978
3,456,495
13,959,499
Depreciation and impairment
At 1 October 2023
713,896
355,473
768,471
909,655
2,587,132
5,334,627
Depreciation charged in the year
277,332
219,611
193,533
110,432
320,896
1,121,804
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(531,092)
(531,092)
Exchange adjustments
-
0
-
0
(14,840)
(2,325)
(2,236)
(19,401)
At 30 September 2024
991,228
575,084
947,164
1,017,762
2,374,700
5,905,938
Carrying amount
At 30 September 2024
4,234,980
1,661,516
804,054
271,216
1,081,795
8,053,561
At 30 September 2023
3,718,277
1,229,095
437,365
268,323
536,896
6,189,956
The company had no tangible fixed assets at 30 September 2024 or 30 September 2023.
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
17
-
0
-
0
3,366,649
3,366,649
Investments in associates
16
10,011,231
8,415,267
7,570,502
6,282,490
Listed investments
-
0
1,227,003
-
0
1,227,003
Unlisted investments
264,968
138,890
264,968
138,890
10,276,199
9,781,160
11,202,119
11,015,032
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
15
Fixed asset investments
(Continued)
Page 36
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 October 2023
8,415,267
1,365,893
9,781,160
Additions
1,288,012
126,078
1,414,090
Share of profit of associate
828,405
-
828,405
Dividends received
(520,453)
-
(520,453)
Disposals
-
(1,227,003)
(1,227,003)
At 30 September 2024
10,011,231
264,968
10,276,199
Carrying amount
At 30 September 2024
10,011,231
264,968
10,276,199
At 30 September 2023
8,415,267
1,365,893
9,781,160
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
Other investments
Total
£
£
£
Cost or valuation
At 1 October 2023
9,649,139
1,365,893
11,015,032
Additions
1,288,012
126,078
1,414,090
Disposals
-
(1,227,003)
(1,227,003)
At 30 September 2024
10,937,151
264,968
11,202,119
Carrying amount
At 30 September 2024
10,937,151
264,968
11,202,119
At 30 September 2023
9,649,139
1,365,893
11,015,032
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 37
16
Associates

Details of associates at 30 September 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
National World Plc
No 1 Leeds 4th Floor, 26 Whitehall Road, Leeds, England, England, LS12 1BE
Ordinary
25

The investment in associate is accounted for in accordance with the equity model. The share of profit in the year was £828,405 and the carrying value of the investment in associate at 30 September 2024 was £9,804,188. The fair value of the investment in associate at the year end was £10,502,665.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 38
17
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking and country of
Nature of business
% Held
incorporation or residency
Direct
Indirect
Anglia Targeted Media Limited *
United Kingdom
Leaflet and newspaper distribution
100
0
Buildforce (London) Limited *
United Kingdom
Construction
100
0
Formpress Publishing Limited
Republic of Ireland
Newspapers
0
100
Group M Services Limited
United Kingdom
Management services
100
0
Iconic Newspapers Limited
Republic of Ireland
Newspapers
100
0
Leaflet Co Limited
United Kingdom
Leaflet distribution
100
0
Mailbox Door Drop Limited *
United Kingdom
Newspapers
100
0
Mediaforce (Ireland) Limited
Republic of Ireland
Media representation
100
0
Mediaforce (London) Limited
United Kingdom
Media representation
0
100
Mediaforce (Representation) Limited
United Kingdom
Media representation
0
100
Site to Site Logistics Limited *
United Kingdom
Transport
100
0
Smart Media (UK) Limited *
United Kingdom
Media space and airtime advertising
100
0
Streetwise Distribution Limited *
United Kingdom
Leaflet distribution
100
0
The Distribution Business Limited *
United Kingdom
Distribution of newspapers and leaflets
100
0
The Insert Company (London) Limited
United Kingdom
Leaflet distribution
100
0
The Public Sector Leaflet Company Limited *
United Kingdom
Leaflet distribution
100
0
Tudor Distribution Services Limited *
United Kingdom
Leaflet distribution
100
0
UK Letterbox Marketing Limited *
United Kingdom
Lealet distribution
100
0
WJP Recruitment Advertising Limited
United Kingdom
Media space and airtime advertising
91
0
LocalEyes Digital Limited
United Kingdom
Technology
0
75
Derry Publications Limited *
United Kingdom
Newspapers
0
100
Mediaforce (Representation) Digital Limited
United Kingdom
Holding company
100
0
Fusion Media (London) Limited *
United Kingdom
Media representation
100
0
Designforce (London) Limited *
United Kingdom
Interior design services
100
0
Taskforce (London) Limited *
United Kingdom
Transport
100
0
Mayo News Holdings Limied
Republic of Ireland
Newspapers
0
100
Endeavour Media Limited *
United Kingdom
Newspapers
0
100
Clear Sky Publishing Limited *
United Kingdom
Newspapers
0
100
Torbay Media Limited *
United Kingdom
Newspapers
0
100
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
17
Subsidiaries
(Continued)
Page 39

The above subsidiary companies marked with a * have taken the exemption in section 479A of the Companies Act 2006 (the Act) from the requirements in the Act for their individual accounts to be audited. The guarantee given by the Company under section 479A of the Act is disclosed in Note 20.

 

Media Concierge (Holdings) Limited also has interests in other dormant companies. A complete list of group companies can be obtained from the Company Secretary at 47 Great Marlborough Street, London, W1F 7JP.

 

All classes of shareholding are ordinary.

18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
11,887,942
14,405,607
-
0
-
0
Corporation tax recoverable
483,317
487,526
-
0
-
0
Amounts owed by group undertakings
-
-
19,806,679
14,115,095
Other debtors
6,304,357
3,075,588
2,457,725
121,713
Prepayments and accrued income
5,104,234
4,024,698
-
0
-
0
23,779,850
21,993,419
22,264,404
14,236,808
Deferred tax asset (note 22)
92,863
177,215
-
0
-
0
23,872,713
22,170,634
22,264,404
14,236,808
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
19,372,076
18,082,635
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
23,178,111
18,392,549
Corporation tax payable
2,397,367
2,596,457
257,643
100,729
Other taxation and social security
330,181
377,865
-
-
Other creditors
324,186
37,117
100
-
0
Accruals and deferred income
12,562,459
12,094,152
249,567
-
0
34,986,269
33,188,226
23,685,421
18,493,278
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 40
20
Financial commitments, guarantees and contingent liabilities

The bank overdraft facilities are secured by way of a fixed and floating charge and a composite accounting agreement between all group companies with a bank account. An unlimited cross guarantee in respect of these companies has been given to the bank. The total outstanding liability for the group in respect of the overdraft facility is £nil (2023: £nil).

On the 16 December 2024 Media Concierge (Holdings) Limited signed a Revolving Credit Facility with HSBC UK Bank plc and Barclays Bank for £10m, the facility to be used primarily to fund future acquisitions and working capital requirements.

The following group companies are guarantors for the revolving credit facility: Media Concierge (Holdings) Limited, Group M Services Limited, Mediaforce (London) Limited, Mediaforce Representation Limited, Leaflet Co Limited (The), Mediaforce (Representation) Digital Limited, Formpress Publishing Limited and Iconic Newspapers Limited.

In order for the subsidiary companies named in Note 17 to take the audit exemption set out in section 479A of the Companies Act 2006, Media Concierge (Holdings) Limited has guaranteed all outstanding liabilities of the subsidiary companies at 30 September 2024 until those liabilities are satisfied in full.

21
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Dilapidations provision
218,654
218,654
-
-
Movements on provisions:
Dilapidations provision
Group
£
At 1 October 2023 and 30 September 2024
218,654

The provisions relate to the obligation under operating leases to correct any damage caused on expiry of lease. This is expected to be utilised within 2 to 5 years.

22
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
ACAs
87,666
13,811
92,863
177,215
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
22
Deferred taxation
(Continued)
Page 41
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 October 2023
(163,404)
-
Charge to profit or loss
250,358
-
Other
(92,151)
-
Asset at 30 September 2024
(5,197)
-

The deferred tax asset set out above is not expected to reverse in total within 12 months and relates to accelerated capital allowances that are expected to mature over several periods.

23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
229,394
215,147

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

Contributions totalling £16,555 (2023: £28,209) were payable to the scheme at year end and are included within other creditors.

24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
153,912
153,912
153,912
153,912
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 42
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
711,621
809,900
-
-
Between two and five years
143,184
609,586
-
-
854,805
1,419,486
-
-
Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 43
26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
1,008,900
996,025

Group:

 

Aggregate compensation includes £1,008,900 (2023: £996,025) remunerated to directors within the group and their relatives.

 

During the year the group made the following related party transactions:

 

At the balance sheet date the group was owed £2,787,052 (2023: £324,583) and owed £102,226 (2023: £35,060) from/to companies under common control.

 

During the year the group made sponsorship payments for promotional purposes totalling £170,000 (2023: £99,000) to a companies in which a Director had an interest.

 

At the balance sheet date the group was owed £2,541,369 (2023: £2,668,907) from the directors.

 

At the balance sheet date, the group owed £nil (2023: £29,918) to companies in which one or more of the directors are also directors, for services rendered.

 

During the year the group and company was charged £180,000 (2023: £510,000) by a director of a subsidiary company for consultancy services.

 

During the year sales of £1,756,800 (2023: £1,709,230) were made to a company which the company of this entity holds a significant influence.

 

During the year costs of £10,722,670 (20232: £9,098,859) were incurred from a company which the ultimate parent company of this entity holds a significant influence.

 

Included in trade debtors is £467,816 (2023: £1,053,518) owed by a company which the ultimate parent company of this entity holds a significant influence.

 

Included in trade creditors is £4,165,073 (2023: £2,031,611) owed to a company which the ultimate parent company of this entity holds a significant influence.

 

Company:

 

At the balance sheet date the group was owed £2,450,725 (2023: £nil) from companies under common control.

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 44
27
Events after the reporting date

National World Acquisition

On 18 December 2024, the boards of Media Concierge (Holdings) Limited and National World plc announced that they had reached agreement on the terms and conditions of a recommended final all-cash acquisition by Neo Media Publishing Limited, a newly incorporated company wholly-owned by Media Concierge, for the entire issued, and to be issued, ordinary share capital of National World not already owned by Media Concierge and the Media Concierge Affiliates (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement (the "Scheme").

The Acquisition values National World's entire issued, and to be issued, ordinary share capital at approximately £65.1 million on a fully diluted basis, and implies an enterprise value of approximately £52.1 million. The cash consideration to National World Shareholders pursuant to the terms of the Acquisition will be financed from a combination of (i) existing cash reserves which are being held in an escrow account and (ii) a new £40,000,000 loan facility signed on 18th December and being provided by HSBC UK Bank plc and Barclays Bank to Neo Publishing Limited to be guaranteed by the National World companies to be acquired.

On 13 February 2025, National World announced that at the Court Meeting and the General Meeting the requisite majorities of National World Shareholders (either in person or by proxy) passed all of the resolutions to implement the Scheme. The acquisition remains subject to competition clearance in both the UK and Republic Of Ireland, once this has been received the acquisition will be completed.

Media Concierge believes that National World's performance will be enhanced as a private company under new ownership as part of an enlarged Media Concierge Group. Media Concierge also believes that a combination of National World and Media Concierge could generate synergies and that the National World business would benefit from the ability to leverage the knowledge, capabilities and relationships of Media Concierge and its management.

In its latest financial year to 28 December 2024, National World reported total revenues of £96.0 million (2023: £88.4 million) and an adjusted profit before taxation of £11.1 million (2023: £9.7 million).

Revolving Credit Facility

On the 16 December 2024 Media Concierge (Holdings) Limited signed a Revolving Credit Facility with HSBC UK Bank plc and Barclays Bank for £10m, the facility to be used primarily to fund future acquisitions and working capital requirements.

The following group companies are guarantors for the revolving credit facility: Media Concierge (Holdings) Limited, Group M Services Limited, Mediaforce (London) Limited, Mediaforce Representation Limited, Leaflet Co Limited (The), Mediaforce (Representation) Digital Limited, Formpress Publishing Limited and Iconic Newspapers Limited.

Litigation and Contract Terminations

On the 1 July 2024 Mediaforce London received a letter from National World PLC purporting to seek to terminate their agreements as at the close of business on 30 September 2024. Mediaforce’s position is that the notice has been sent in a way and on such terms that are materially deficient and contrary to the relevant provisions of the Agreements, and therefore is of no effect. However National World have moved their contracts from the 30 September 2024.

In the interests of National World Shareholders being able to consider the terms of the Acquisition, the National World and Media Concierge agreed to pause the taking of further formal action pending the National World Shareholders’ consideration of the Acquisition.

 

Media Concierge (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 September 2024
Page 45
28
Controlling party

The company is controlled by M.C. Denmark by virtue of his shareholding.

29
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
5,190,697
7,309,925
Adjustments for:
Share of results of associates and joint ventures
(828,405)
(690,290)
Taxation charged
1,852,272
1,825,220
Finance costs
158,524
107,368
Investment income
(239,480)
(324,205)
(Gain)/loss on disposal of tangible fixed assets
(265,000)
72,784
Amortisation and impairment of intangible assets
1,129,381
1,045,856
Depreciation and impairment of tangible fixed assets
1,121,804
1,114,193
Foreign exchange on consolidation
(24,794)
78,266
Other gains and losses
58,386
(226,635)
Movements in working capital:
Decrease/(increase) in debtors
573,714
(2,370,362)
Increase/(decrease) in creditors
1,583,973
(3,075,421)
Cash generated from operations
10,311,072
4,866,699
30
Analysis of changes in net funds - group
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
8,572,016
(1,011,829)
7,560,187
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