The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the company was that of an investment holding company.

The company generated £nil (2023: £nil) revenue. The company incurs costs relating to management salaries and central overhead costs, as well as interest on borrowings, and as a result has incurred a loss before tax for the year of £6,569,068 (2023: £7,316,568).

During the year, the company issued one share to its parent company for consideration of £7,066,732. At the balance sheet date, the company had net assets of £142,231,939 (2023: £141,821,574).

As an intermediate holding company of the Arc Group, that does not trade, the Directors do not review principal risks and uncertainties in isolation, but together with the results of the trading companies.

Liquidity risk

Liquidity needs to be maintained in order to assist the Group's working capital. The time lag between the performance of work and the receipt of cash from customers could potentially pose a threat to the continued trade. Tight credit control is in place to mitigate this risk.

Interest rate risk

The interest charged on the Group’s banking facilities is monitored on a regular basis and the rate negotiated where necessary in order to minimise the interest payable.

The financial results for the Company are set out page 11.

The directors do not believe there are any Key Performance Indicators for the company as an investment and management company that can only generate revenue from its group.

The Company's strategy is to pursue growth through acquisitions. In line with this, the Group acquired Touchpoint Markets Inc. during 2025, consistent with its strategic objectives.

As an intermediate holding company within the Arc Group that does not engage in direct trading activities, the Company will focus on enhancing its role by identifying strategic investment opportunities and optimising the management of its existing investments. Moving forward, the Company aims to support the Arc Group’s overall growth strategy by facilitating efficient capital allocation and maintaining robust governance practices.

The directors are aware of their duty under section 172 of the Companies Act 2006 to act in a way which is considered to be most likely to promote the success of the company and, in doing so, to have regard to matters (a) to (f) of section 172.

When making decisions, the directors consider what is most likely to lead to the success of the company and to be of benefit to the members over the long term. When making such decisions, the directors also consider the interests of other key stakeholder groups and seek to arrive at conclusions which do not adversely impact those groups as a whole.

For the purposes of decision making, the directors have identified key stakeholder groups and evaluated their interests. The directors describe below how they have engaged with, and responded to, the interests of those stakeholders during the year.

The company does not have any customers. Directors are dedicated to upholding fair practices with our suppliers, recognising their role in our operations and ensuring timely and equitable transactions. The directors have also considered the interests of other key stakeholders, namely the shareholders and the portfolio companies.

Arc Media Holdings Limited is part of the Arc Investco Limited group, and engagement with employees is conducted at group level as detailed in the group accounts.

During the year, the directors engaged with the management teams of the portfolio companies to review their strategic objectives, financial performance, and risk management practices to support their long-term growth and sustainability.

The directors have taken care to ensure that investment decisions are made with the long-term success of the company in mind, considering the financial performance and strategic development of the portfolio companies.

Additionally, the directors ensured that investment decisions were made with ethical and sustainable practices in mind. This approach aligns with the company’s commitment to promoting its success for the benefit of its members.

On behalf of the board

The directors present their report and the audited financial statements for the year ended 31 December 2024.

The principal activity of the company is that of an investment holding company.

The results for the year are set out on page 11.

During the year, the Company received a capital contribution amounting to £7,066,732 (2023: £7,059,302), through the issuance of 1 Ordinary share with a nominal value of £1.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

On 30 June 2025, the Company acquired Touchpoint Markets, Inc, which is a leading provider of outsourced marketing services, events and content to the USA financial services industry.

BDO LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

At Arc, we believe that acting in a responsible and sustainable manner is essential to our success as an organisation and as a community connector. We endeavour to minimise our environmental impact and embed sustainable practices into our business operations.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business;

• state whether applicable UK accounting standards have been followed subject to any material departures disclosed and explained in the financial statements.

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

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the Business review, Principal Risk and Uncertainties, Financial Key Performance Indicator and Future development sections.

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 company’s auditor 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 company’s auditor is aware of that information.

The Company is in a net asset position and meets its day to day working capital requirements through the performance of its investments and intercompany balances. The company is financially supported by Arc Investco Limited, the ultimate parent of the group, which has confirmed that it will continue to provide ongoing financial support for the company for the foreseeable future and a period of at least 12 months plus one day from the signing of the financial statements. The directors of the company are common directors of the parent company and are confident support will be available if needed.

In respect of the intercompany loan balance of £34,118,673 due to Group Undertakings, confirmation has been obtained that repayment of the balances will not be demanded or sought unless the company has the financial resources available to do so. On the basis of this assessment, the directors consider that the company has adequate resources to operate for the foreseeable future, and as such, has adopted the going concern basis in preparing these financial statements.

In our opinion the financial statements:

• give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Arc Media Holdings Limited (“the Company”) for the year ended 31 December 2024 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the 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.

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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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.

Other Companies Act 2006 reporting

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

In the light of the knowledge and understanding of the Company and its 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:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the Directors’ report, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

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.

Extent to which the audit was 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:

Non-compliance with laws and regulations

Based on:

• Our understanding of the Company and the industry in which it operates;

• Discussion with management and those charged with governance; and

• Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations.

We considered the significant laws and regulations to be Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice), the Companies Act of 2006, Data Protection Act 2018, General Data Protection Regulation (GDPR), and UK tax legislation.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be regulations such as PAYE and VAT requirements.

Our procedures in respect of the above included:

• Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;

• Review of financial statement disclosures and agreeing to supporting documentation;

• Agreed audited financial statement figures to the tax computation prepared by management’s tax preparer and recalculated key tax figures;

• Confirmation from legal counsel and;

• Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

• Obtaining an understanding of the Company’s policies and procedures relating to:

o Detecting and responding to the risks of fraud; and

o Internal controls established to mitigate risks related to fraud.

• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;

• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the area most susceptible to fraud to be management override of controls.

Our procedures in respect of the above included:

• Testing a sample of journal entries throughout the year, which met a defined-risk criteria, by agreeing to supporting documentation;

• Critically assessing the accounting policies and areas of the financial statements which include judgement and estimates, as set out in the financial statements;

• Testing the financial statement disclosures to supporting documentation, performing substantive testing on account balances which were considered to be a greater risk of susceptibility to fraud;

• Utilising our IT audit specialists, we confirmed the completeness of journal data and verified transaction listings. We applied specific risk criteria to filter and review journal entries, especially manual entries; and

• Challenging management's assessments, assumptions and evaluating data used as the basis for making estimates to assess whether judgements made in making accounting estimates are indicative of potential bias by management, with a particular focus on year-end judgements.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

There was no other comprehensive income for 2024 (2023: £nil).

The notes on pages 14 to 27 form part of these financial statements.

The notes on pages 14 to 27 form part of these financial statements.

The notes on pages 14 to 27 form part of these financial statements.

Arc Media Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is New London House, 172 Drury Lane, London, WC2B 5QR. The Company's principal activities are set out in the strategic report.

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 pound 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Arc Investco Limited as at 31 December 2024. These consolidated financial statements are available from its registered office, New London House, 172 Drury Lane, London, WC2B 5QR.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The Company is in a net asset position and meets its day to day working capital requirements through the performance of its investments and intercompany balances. The company is financially supported by Arc Investco Limited which has confirmed that it will continue to provide ongoing financial support for the company for the foreseeable future and a period of at least 12 months plus one day from the issuance of the financial statements.true The directors of the company are common directors of the parent company and are confident support will be available if needed.

In respect of the intercompany loan balance of £34,118,673 due to Group Undertakings, confirmation has been obtained that repayment of the balances will not be demanded or sought unless the company has the financial resources available to do so. On the basis of this assessment, the directors consider that the company has adequate resources to operate for the foreseeable future, and as such, has adopted the going concern basis in preparing these financial statements.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. The cost of software acquired includes the cost of implementation including testing and tailoring the software to the company's requirements, prior to the software coming into use.

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:

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

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:

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 credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Income from fixed asset investments, including dividends received, is recognised when the right to receive payment is established.

Distributions in specie received from subsidiaries are accounted for as dividend income, unless classified as a return of capital, in which case they are recorded as a reduction in the investment carrying amount. The company applies FRS 102 Section 23 in determining the appropriate recognition and measurement of such distributions.

At each reporting period end date, the company 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.

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include debtors, 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.

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 company 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.

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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies 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 are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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 period. Taxable profit differs from net profit as reported in the income statement 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 company’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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

Group relief

The Company and its related companies utilise the allocation of group relief whereby current year tax losses from one company will be surrendered to a company with current year taxable profits. The amounts surrendered from the loss-making company will not exceed the amount of the profit making Group taxable profits.

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 schemes are charged as an expense as they fall due.

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.

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

In the application of the company’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.

Some of the company's acquisitions include and element of deferred consideration which is payable if specific targets are met. These targets generaly relate to growth in EBITDA of the acquired business. Management regularly reassess the need for a provision for contingent consideration in the accounts based on the latest estimates of performance for the periods in question.

Judgements are required in assessing the recoverable value of the company's investments. Where indications of impairment exist the company reviews the carrying value of its investments for principal impairment based on their recoverable values, being the higher of the investments value in use and fair value less costs to sell.

We consider the need for any provision for impairment of the carrying value of amounts owed by group undertakings, based on management's estimate of the prospect of recovering the amount due, which includes considering the solvency of the counterparty and its future outlook, based on budgets and forecasts prepared by management. No such provisions have been made as at 31 December 2024.

Exceptional costs reflect items which individually or, if of a similar type, in aggregrate are disclosed separately due to their size or incidence in order to obtain clear and consistent presentation of the group's performance. Significant exceptional costs during the year include one-off costs relating to the integration of acquired businesses, business development, organisational restructuring, discontinued operations and potential acquisition/transaction costs.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

During the year, the company received distributions in specie from the following subsidiaries which have since been dissolved:

• Holiday Parks & Resorts Limited – £906,277

• Family Attractions Limited – £327,746

• Farm Business Innovation Limited – £1,358,357

These distributions have been recognised as dividend income in the income statement in accordance with FRS 102 Section 23. The transactions were approved by the board and represent a return on investment from the subsidiaries.

The company has assessed the tax treatment of these distributions and confirms that they qualify for corporation tax exemption under CTA 2009, s.931A, as the company maintains control over the subsidiaries.

Interest paid during the year amounted to £5,119,479 (2023: £5,169,320).

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

Additions in the year relate to the purchase and implementation of financial reporting software tailored for the Company's specific operational and reporting requirements.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Amounts owed to group undertakings falling due within one year are unsecured, interest free and repayable on demand.

Other creditors includes provisions for deferred and contingent consideration on acquisition amounting to £nil (2023: £1,299,889) along with accrued interest payable of £799,096 (2023: £887,967).

The long-term loans are unsecured.

Interest is charged at SOFR plus CSA plus 7.25%. Interest is calculated either monthly or quarterly as elected by the borrower. Repayments of the borrowings are due at 1% of the balance per annum, in quarterly payments of $131,250 each. Following an accelerated bullet repayment in May 2024, there were no instalments payable for the next 12 months. Instalments will recommence in June 2025. The remaining loan will be repayable at maturity of the loan. There are restrictive covenants imposed by the lender.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the balance sheet date, outstanding contributions amount to £21,771 (2023: £nil) and are included within accruals.

The company has one class of ordinary share carrying full rights to voting, dividends and distribution of capital.

On 22 May 2024, a further 1 Ordinary share with a nominal value of £1 was issued for an aggregate consideration of £7,066,732.

On 30 June 2025, the Company acquired Touchpoint Markets, Inc, which is a leading provider of outsourced marketing services, events and content to the USA financial services industry. The aggregate net initial consideration paid for this acquisitions was $12.4 million which was funded by the issue of equity shares by Arc Investco Limited. There is a non-contingent holdback amount payable 12 months following the closing date of $1,380,000.

The company has taken advantage of exemptions from the disclosure requirements under Section 33 ‘Related Party Disclosures’, specifically regarding compensation for key management personnel.

The immediate parent undertaking is Arc Holdco Limited. The ultimate parent company is Arc Investco Limited. This is the only group of which the company is a member for which group financial statements are prepared. Copies of the group financial statements are available from the company's registered office at New London House, 172 Drury Lane, London, WC2B 5QR.

In the opinion of the directors, there is no ultimate controlling party.