Company registration number 01905935 (England and Wales)
KVH MEDIA GROUP COMMUNICATION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
KVH MEDIA GROUP COMMUNICATION LIMITED
COMPANY INFORMATION
Director
Mr A F Pike
Secretary
Ms F Feingold
Company number
01905935
Registered office
Suite 1
4th Floor
1 Derby Square
Liverpool
L2 9XX
Auditor
Azets Audit Services Limited
12 King Street
Leeds
LS1 2HL
KVH MEDIA GROUP COMMUNICATION LIMITED
CONTENTS
Page
Director's report
1
Director's responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 23
KVH MEDIA GROUP COMMUNICATION LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The director presents his annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of the maintenance and development of an international news and electronic mail service.

Results and dividends

Ordinary dividends were paid amounting to £nil (2023 - £1,000,000). The director does not recommend payment of a further dividend.

Director

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

Mr A F Pike
Auditor

The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 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.

On behalf of the board
Mr A F Pike
Director
30 September 2025
KVH MEDIA GROUP COMMUNICATION LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

 

 

The director is 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. He is 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.

KVH MEDIA GROUP COMMUNICATION LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KVH MEDIA GROUP COMMUNICATION LIMITED
- 3 -
Opinion

We have audited the financial statements of KVH Media Group Communication Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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 director's 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 director 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 director is 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.

Opinions on other matters prescribed by the Companies Act 2006

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

KVH MEDIA GROUP COMMUNICATION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KVH MEDIA GROUP COMMUNICATION LIMITED
- 4 -
Matters on which we are required to report by exception

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 director's 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 director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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.

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.

KVH MEDIA GROUP COMMUNICATION LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KVH MEDIA GROUP COMMUNICATION LIMITED
- 5 -

Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we 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.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk 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.

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.

Matthew Grant
Senior Statutory Auditor
For and on behalf of Azets Audit Services Limited
30 September 2025
Chartered Accountants
Statutory Auditor
12 King Street
Leeds
LS1 2HL
KVH MEDIA GROUP COMMUNICATION LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£000
£000
Turnover
3
1,620
1,835
Cost of sales
(411)
(541)
Gross profit
1,209
1,294
Administrative expenses
(1,418)
(1,821)
Operating loss
4
(209)
(527)
Interest receivable and similar income
6
9
6
Interest payable and similar expenses
7
(3)
(87)
Loss before taxation
(203)
(608)
Tax on loss
8
34
140
Loss for the financial year
(169)
(468)

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

KVH MEDIA GROUP COMMUNICATION LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
10
114
151
Tangible assets
11
12
8
Investments
12
1
1
127
160
Current assets
Debtors
14
502
1,260
Cash at bank and in hand
1,466
880
1,968
2,140
Creditors: amounts falling due within one year
15
(761)
(762)
Net current assets
1,207
1,378
Total assets less current liabilities
1,334
1,538
Provisions for liabilities
Provisions
16
-
0
48
-
(48)
Net assets
1,334
1,490
Capital and reserves
Called up share capital
21
6
6
Share premium account
87
87
Profit and loss reserves
1,241
1,397
Total equity
1,334
1,490

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

The financial statements were approved and signed by the director and authorised for issue on 30 September 2025
Mr A F Pike
Director
Company Registration No. 01905935
KVH MEDIA GROUP COMMUNICATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
Balance at 1 January 2023
6
87
2,853
2,946
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(468)
(468)
Dividends
9
-
-
(1,000)
(1,000)
Capital contribution
-
-
12
12
Balance at 31 December 2023
6
87
1,397
1,490
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(169)
(169)
Capital contribution
-
-
13
13
Balance at 31 December 2024
6
87
1,241
1,334
KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information

KVH Media Group Communication Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 4th Floor, 1 Derby Square, Liverpool, L2 9XX.

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 £000.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. 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:

 

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.

 

KVH Media Group Communication Limited is a wholly owned subsidiary of KVH Industries Inc and the results of KVH Media Group Communication Limited are included in the consolidated financial statements of KVH Industries Inc which are available from 50 Enterprise Center, Middletown, RI 02842, United States.

1.2
Going concern

The director has considered all factors, including in the wider economy, as part of their assessment of going concern. The company made a loss within the year after being largely affected by the Coronovirus pandemic in previous years. Post year end, trading results and forecasts continue to show this. Further to this to mitigate any cashflow and profitability risks for the company, the company has support from its immediate parent company; KVH Media Group Limited and ultimate parent company; KVH Industries Inc. Post year end trading and budgets and cash flow projections indicate continued profitability and cash generation for the overall group. The director therefore believes on balance that the company has sufficient resources to enable trading to continue for a period of at least one year from the date of approval of the financial statements. Accordingly, these financial statements have been prepared on the going concern basis.true

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.3
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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
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
Development costs
Straight line over 3 - 5 years
1.6
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.

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:

Plant and equipment
Straight line over 3 - 5 years
Fixtures and fittings
Straight line over 10 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 credited or charged to profit or loss.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
1.7
Fixed asset investments

Interests in subsidiaries 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.

1.8
Impairment of fixed assets

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 is estimated to be less than its carrying amount, the carrying amount of the asset 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 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 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.

1.9
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.

1.10
Financial instruments

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 balance sheet 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.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
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.

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 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.

Classification of financial liabilities

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

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.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

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.

1.12
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 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

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 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.

1.13
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company 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.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.14
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.

1.15
Retirement benefits

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

1.16
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black - Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.17
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 leases asset are consumed.

1.18
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 company’s accounting policies, the director is 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.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 15 -
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.

Bad debt provision

Outstanding trade debtor balances are reviewed on a line by line basis by management to identify possible amounts where a provision is required. Management closely manage the collection of trade debtors and therefore are able to identify balances where there is uncertainty about its recoverability, and determine what provision is required (if any).

Capitalisation of development costs

The key judgements and sources of estimation uncertainty are that development costs are directly attributable to relevant projects during the year, and have therefore been capitalised to the Statement of Comprehensive Income. In addition, the directors consider whether there are any indicators of impairment present for the company as a whole or on a project basis. The directors have not identified any indicators at 31 December 2024 (2023 - none).

3
Turnover and other revenue
2024
2023
£000
£000
Turnover analysed by class of business
Sale of services
1,619
1,835
2024
2023
£000
£000
Turnover analysed by geographical market
United Kingdom
1,619
1,835
2024
2023
£000
£000
Other revenue
Interest income
9
6
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£000
£000
Exchange losses
29
549
Depreciation of owned tangible fixed assets
7
14
Amortisation of intangible assets
69
72
Share-based payments
13
12
Operating lease charges
(13)
19
KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
5
Employees

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

2024
2023
Number
Number
29
28

Their aggregate remuneration comprised:

2024
2023
£000
£000
Wages and salaries
682
543
Social security costs
60
48
Pension costs
33
27
775
618
6
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
9
6
7
Interest payable and similar expenses
2024
2023
£000
£000
Interest payable to group undertakings
3
87
8
Taxation
2024
2023
£000
£000
Current tax
UK corporation tax on profits for the current period
(36)
(138)
Adjustments in respect of prior periods
-
0
(1)
Total current tax
(36)
(139)
Deferred tax
Origination and reversal of timing differences
2
(1)
Total tax credit
(34)
(140)
KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
(Continued)
- 17 -

The actual credit 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:

2024
2023
£000
£000
Loss before taxation
(203)
(608)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(51)
(143)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
1
Unutilised tax losses carried forward
20
-
0
Permanent capital allowances in excess of depreciation
(3)
-
0
Other permanent differences
-
0
2
Taxation credit for the year
(34)
(140)
9
Dividends
2024
2023
£000
£000
Interim paid
-
0
1,000
10
Intangible fixed assets
Software
Development costs
Total
£000
£000
£000
Cost
At 1 January 2024
17
875
892
Additions
-
0
32
32
At 31 December 2024
17
907
924
Amortisation and impairment
At 1 January 2024
17
724
741
Amortisation charged for the year
-
0
69
69
At 31 December 2024
17
793
810
Carrying amount
At 31 December 2024
-
0
114
114
At 31 December 2023
-
0
151
151
KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
11
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Total
£000
£000
£000
Cost
At 1 January 2024
181
45
226
Additions
1
10
11
Disposals
(38)
-
0
(38)
At 31 December 2024
144
55
199
Depreciation and impairment
At 1 January 2024
174
44
218
Depreciation charged in the year
5
2
7
Eliminated in respect of disposals
(38)
-
0
(38)
At 31 December 2024
141
46
187
Carrying amount
At 31 December 2024
3
9
12
At 31 December 2023
7
1
8
12
Fixed asset investments
2024
2023
Notes
£000
£000
Investments in subsidiaries
13
1
1
13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
KVH Media Group India Private Limited
M-55 - 1 Floor Basement, M Block Market, Greater Kailash 2, New Delhi 110048
Ordinary
99.00

Voting rights in respect of the subsidiary are held in the same proportion as the Company's share of the ordinary share capital. The Company was incorporated on 2 November 2016 and the principal activity of this subsidiary is media services.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
14
Debtors
2024
2023
Amounts falling due within one year:
£000
£000
Trade debtors
318
265
Corporation tax recoverable
84
36
Amounts owed by group undertakings
37
892
Other debtors
18
35
Prepayments and accrued income
39
24
496
1,252
2024
2023
Amounts falling due after more than one year:
£000
£000
Deferred tax asset (note 17)
6
8
Total debtors
502
1,260

Amounts due from group undertakings are interest free and repayable on demand.

15
Creditors: amounts falling due within one year
2024
2023
Notes
£000
£000
Trade creditors
20
23
Amounts owed to group undertakings
397
292
Taxation and social security
-
0
1
Deferred income
217
341
Other creditors
10
11
Accruals
117
94
761
762

Amounts due to group undertakings are interest free and repayable on demand with the exception of KVH Media Group Ltd. Interest is payable at 3.5% per annum. The loan is repayable on demand.

16
Provisions for liabilities
2024
2023
£000
£000
Dilapidations
-
48
KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2024
2023
Balances:
£000
£000
Accelerated capital allowances
6
8
2024
Movements in the year:
£000
Asset at 1 January 2024
(8)
Charge to profit or loss
2
Asset at 31 December 2024
(6)

 

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
33
27

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.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
19
Restricted stock awards

The ultimate parent company has issued restricted shares to an employee in respect of services to that Company.

 

396 shares were issued on 31 March 2021. These are restricted in that one quarter of the shares will become unrestricted on the first anniversary subsequent to the issue, the second quarter will vest on the second anniversary, and so on until 31 March 2025.

 

1,153 shares were issued on 8 June 2022. These are restricted in that one quarter of the shares will become unrestricted on the first anniversary subsequent to the issue, the second quarter will vest on the second anniversary, and so on until 8 June 2026.

 

1,049 shares were issued on 7 March 2023. These are restricted in that one quarter of the shares will become unrestricted on the first anniversary subsequent to the issue, the second quarter will become unrestricted on the first anniverary subsequent to the issue, and so on until 7 March 2027.

 

1,049 shares were issued on 16 February 2024. These are restricted in that one quarter of the shares will become unrestricted on the first anniversary subsequent to the issue, the second quarter will become unrestricted on the first anniverary subsequent to the issue, and so on until 16 February 2028.

 

As the restricted shares require no contributions from the employee, and the dividend yield has assumed to be nil, the fair value at award date is considered to be approximate to the market value of the ultimate parent company's share price at the award date because the effect of the interest rate assumption is not significant to the Black-Scholes valuation.

As the shares relate to the ultimate parent company, and that company received no payment in return, an amount equal the charge incurred of £6,274 (2023: £6,008) is recorded as a capital contribution directly in equity.

20
Share-based payment transactions

The ultimate parent company has issued equity-settled share options to one employee in respect of services to the Company.

 

One quarter of each employee's total options can be exercised after a period of one year, a further quarter of each employee's total options can be exercised after two years, a further quarter after three years, and the remaining and final quarter can be exercised after four years.

 

The options are exercisable at the market price established when the options were granted. The only performance condition attached to the options are for the employee to remain in employment. All options expire five year after the date of grant.

 

The Black-Scholes valuation model has been used to estimate the fair value of each share option granted in the year, with risk-free rates taken from United States treasury bond yields, each option was valued as at the date of grant. A reconciliation of options outstanding during the year are summarised below along with their respective inputs.

KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Share-based payment transactions
(Continued)
- 22 -
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
US$
US$
Outstanding at 1 January 2024
9,201
6,709
9.37
9.21
Granted
2,492
2,492
9.81
9.81
Outstanding at 31 December 2024
11,693
9,201
8.45
9.37
Inputs were as follows:
2024
2023
Share price
$5.03
$9.81
Exercise price
$5.03
$9.81
Expected volatility
48.63%
43.93%
Expected life
4.32 years
4.30 years
Risk free rate
4.36%
4.49%
Expected dividends yields
0%
0%
21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Authorised
Ordinary Shares of £1 each
100,000
100,000
100
100
Issued and fully paid
Ordinary Shares of £1 each
5,711
5,711
6
6
22
Operating lease commitments
Lessee

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

2024
2023
£000
£000
Within one year
49,000
-
0
Between two and five years
158,008
-
0
207,008
-
0
KVH MEDIA GROUP COMMUNICATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
23
Related party transactions

The Company has taken advantage of the exemption available in section 33.1a of FRS 102 to not disclose transactions or balances with wholly owned subsidiaries which form part of the KVH Industries Inc group.

24
Ultimate controlling party

The Company is a subsidiary undertaking of KVH Industries Inc, which is the ultimate parent company incorporated in the USA. The immediate parent company is KVH Media Group Limited, a company registered in England & Wales.

 

The largest and smallest group into which the results of the Company are consolidated is that headed by KVH Industries Inc. The consolidated accounts of KVH Industries Inc are available to the public and can be obtained from KVH Industries Inc, 50 Enterprise Center, Middletown, Rhode Island, USA or alternatively from the website at www.kvh.com/investors.

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