The directors present the strategic report for the year ended 30 September 2024.
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.
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.
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:
Likely consequences of any decision in the long term;
Interests of the group's employees;
Need to foster the group's business relationships with suppliers, customers and others;
Impact of the group's operations on the community and the environment;
Desirability of the group maintaining a reputation for high standards of business conduct;
Need to act fairly as between members of the group.
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.
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.
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.
On behalf of the board
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 14.
Ordinary dividends were paid amounting to £5,000,000 (2023: £nil).
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.
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
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.
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.
The company continues to take steps to improve the energy efficiency or it operations and reduce its carbon footprint.
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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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.
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:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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, 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, 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.
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.
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.
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.
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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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.
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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
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.
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.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
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:
Details of associates at 30 September 2024 are as follows:
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.
Details of the company's subsidiaries at 30 September 2024 are as follows:
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.
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.
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.
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:
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.
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.
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:
The remuneration of key management personnel is as follows.
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.
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.