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

DVV Media International Limited is a business engaged in the provision of information, publishing, events and marketing solutions covering a number of business-to-business market sectors. The business has a broad portfolio of market leading media activities covering events, digital and printed products and services.

Off the back of a challenging trading year during 2023, the business has stabilised revenue and taken a number of cost actions to protect the margin of the business as it seeks to return to sustained profitability. Exhibition and events revenues have been strong during 2024, but advertising has been volatile, particularly in the second half of the year.

Total revenues for the company for 2024 are significantly increased from 2023, due to the hive up of the DVV Media HR Group Limited subsidiary into DVV Media International Limited completing at the end of 2023. As a result, total revenues were £18.567m up from £17.092m the previous year. Gross profit for 2024 was £11.355m, ahead of 2023 for the same reason.

For the full year, the business made a total operating loss of £1.218m, a significant improvement on the £4.944m loss from the previous year. The impairment losses associated with DVV Media HR Group Limited having fallen away in 2024, along with the easing of the acute inflationary pressures on the business, which had been felt in 2023.

Business Review

The business made a strong start to the 2024 financial year, thanks to a number of activities performing ahead of the previous year’s performance and the budget. In Q1 the Recruitment Advertising and Design Awards (RADS) was very successful and with the biennial Singapore Air Show taking place in February, benefitting the aerospace sector, the year started well.

The new exhibition in the commercial vehicle and roadfreight sector, now in its third year – Road Transport Expo – was held in June and continued to grow, building on the success of the previous year, increasing exhibitor and visitor numbers and delivering strong profitability. This event continues a strong growth trajectory and is fast establishing itself as the leading commercial vehicle exhibition in the UK.

During the second half of the year, while events revenues remained buoyant, and subscriptions revenues were stable, the advertising revenues on aerospace and HR slowed which impacted on the overall profitability of the organisation.

For the full year, advertising revenues were £600,000 down year on year, while events income was nearly £2m ahead of 2023, assisted by both the significant growth of Road Transport Expo, and the hive up of DVV Media HR Group which is a predominantly events business. Circulation revenues were virtually flat with the previous year (just £13,000 down).

The business continues to develop the product portfolio, particularly around events and paid for content solutions, while still maintaining a strong marketing services focus:

• Regional extensions of the Road Transport Expo brand are advance, with RTX Scotland set to take place in 2025, building on the success of the main exhibition in Warwickshire.

• New digital products tracking the airlines and logistics sector have been launched in both the Flight and Road sectors.

• A projects and tenders tracker service has been developed for the Project Cargo sector through the HeavyLift brand.

• A number of information websites operated by the business have been enhanced and re-platformed (eg Air Cargo News, Employee Benefits etc.).

With revenues under pressure tight cost control is an on-going focus of the senior management team. The business has implemented a number of cost measures during the course of the year to mitigate the revenue risk, the results of some of which have already impacted 2024 performance, but the bigger impact will be seen in 2025 business performance. These measures include a reduction in the leased office space in the UK and Singapore, a 10% reduction in headcount since 2023 and a reshaping of some of the products in the portfolio.

The Directors consider the following to be the principle risks and uncertainties facing the company:

• The Directors continue to monitor the performance of the Aerospace and Rail sector closely. The volatility of advertising revenues and the lengthy decision-making process from clients is a cause for concern. The giant InnoTrans exhibition in the Rail sector returns in 2024, while the in Flight the Farnborough Air Show will be held, both are important market indicators. The Directors remain confident the media brands in both sectors have market importance and relevance and are primed for recovery.

• Rising energy and raw materials costs remain a concern for the business. We have imposed advertising rate card price increases to offset much of the risk, but tight cost control remains a major management team focus.

The Directors keep these risks under constant review and take mitigating actions where possible and appropriate.

In Q4 2024, the shareholders of the company, Rheinische Post Mediengruppe GmbH, undertook a strategic review of the business with a view to divesting the trade and assets. It is expected the divestment process will complete by the end of 2025/Q1 2026, following which the company will be placed into liquidation as soon as practical.

The business runs with many financial and operational KPIs ranging from ensuring strong cashflow and reducing overdue debt through to print circulation and digital audience development. All key revenue streams are monitored weekly, which together with tight departmental costs control, is designed to ensure financial and business objectives are secured.

Forward bookings for advertising and events revenue are measured on a weekly basis with close analysis of variance to the previous year and budget/revised forecast. At the end of January 2025, forward bookings across all the key revenue streams for the year ahead are on the same level as 2024.

Trade debtors over 120 days old, excluding amounts in deferred revenue, totalled £64,957 at 2024 year end (2023: £108,000), reflecting the ongoing effectiveness of the credit control function.

Prime costs for the print publications were £1,706,000 in 2024 (2023: £1,842,000), through on-going improvements in issue efficiency.

Direct costs associated with staffing are tightly monitored and the annual average full time equivalent headcount was 118 in 2024 (2023: 121).

On behalf of the board

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

DVV Media International Limited is a business engaged in the provision of information, publishing, events and marketing solutions covering a number of business-to-business market sectors. The business has a broad portfolio of market leading media activities covering events, digital and printed products and services.

The results for the year are set out on page 10.

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

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

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

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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s 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.

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.

We have audited the financial statements of DVV Media International Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the 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.

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.

Emphasis of matter – financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 to the financial statements which explains that the shareholders of the company have plans to divest the trade and assets, following which the company will be placed into liquidation. As a result, they do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Other information

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

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

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' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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 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 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.

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 non-compliance 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 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 Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

DVV Media International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, Chancery House, St Nicholas Way, Sutton, Surrey, England, SM1 1JB.

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.

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.

DVV Media International Limited is a wholly owned subsidiary of DVV Media Group GmbH and the results of DVV Media International Limited are included in the consolidated financial statements of Rheinische Post Mediengruppe GmbH which are available from its registered office Zülpicher Str. 10, 40549 Düsseldorf, Germany.

The company made a loss for the year after tax, depreciation and amortisation of £723,053 (2023: £4,944,527) and had net assets as at 31 December 2024 of £2,952,589 (2023: £3,675,642). true

In Q4 2025, the shareholders of the company, Rheinische Post Mediengruppe GmbH, undertook a strategic review of the business with a view to divesting the trade and assets. It is expected the divestment process will complete by the end of 2025/Q1 2026, following which the company will be placed into liquidation as soon as practical.

On this basis, the directors consider that a basis other than going concern is appropriate for these financial statements. No adjustments have been required to be made to the financial statements as a result of the change in basis of preparation.

Turnover represents amounts receivable for goods and services net of VAT and trade discounts; the company has three main revenue streams:

• Revenue from advertising, which is recognised at the periodical's cover date;

• Subscription revenue, which is recognised on a net proportionate basis over the life of the subscription; and

• Events income (sponsorship, exhibitor and ticket sales), which is recognised on the date of the event.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years. Amortisation is included within Administrative Expenses in the Profit and Loss Account.

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

Upon hive-up of the trade and assets of DVV Media HR Group Limited on 1 January 2024, the company transferred £504,414 (2023: £nil) from investments to goodwill. The goodwill was established based on fair values of net assets at the time of the acquisition of DVV Media HR Group Limited on 30 April 2019, which has since been impaired. Amortisation on this goodwill was recognised in the period to reflect the amortisation arising from the date of initial acquisition to the time of the hive up.

Magazine Titles

Magazine titles are amounts paid to acquire periodical and event magazine titles. These are initially recognised at cost. After recognition, under the cost model these are measured at cost less any accumulated amortisation and impairment.

Website development

Website development represent amounts paid to acquire ownership of a website and database and are initially recognised at cost. After recognition, these are measured at cost less any accumulated amortisation and impairment.

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.

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.

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.

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.

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.

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 trade and other payables, 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.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary

course of business from suppliers. Accounts payable are classified as current liabilities if payment is due

within one year or less. If not, they are presented as non-current liabilities. Trade payables are

recognised initially at transaction price and subsequently measured at amortised cost using the effective

interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are

recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset

or liability that are attributable to the hedged risk.

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 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. 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.

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.

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.

Pension costs relate to payments to a third party scheme and are recognised when paid.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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 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.

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 annually. 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 11 for the carrying amount of the intangible assets and notes 1.5 for the useful economic lives for each class of asset.

The carrying value of goodwill is reviewed for impairment when an event or changes in circumstances indicate the carrying value may not be fully recoverable. Based on the impairment reviews detailed above, no impairment has been recognised on goodwill in the current or the prior year. If actual performance of certain divisions falls sort of forecast performance then an impairment may be required.

The annual depreciation charge for tangible 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. Impairment reviews are also performed annually. See note 12 for the carrying amount of the tangible assets and notes 1.6 for the useful economic lives for each class of asset.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

Management have prepared a forecast for the year ended 31 December 2025 and estimate that taxable profits will be £1,980,000. On this basis a deferred tax asset has been recognised at 31 December 2024 to the value of £495,000 (2023: £nil), included in short term debtors on the basis that the asset will be realised within 1 year.

The current period exceptional item of £422,152 (2023: £nil) is made up of redundancy and employee related settlement costs.

Impairment losses of £nil (2023: £1,139,821) represent an impairment charge recognised on the company's investment in DVV Media HR Group Limited to bring the carrying value of the investment to the recoverable value.

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

Their aggregate remuneration comprised:

Investment income includes the following:

Income from shares in group undertakings represents dividends received of £504,414 (2023: £nil) arising from a dividend in-specie declared from DVV Media HR Group Limited following the hive-up of trade and assets on 1 January 2024.

The actual (credit)/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:

The company has unrelieved tax losses of £1,980,000 (2023: £nil) on which a deferred tax asset has been recognised on the expectation that they will be utilised against future taxable profits.

The remaining unrelieved tax losses of £624,855 (2023: £2,557,047) have not been recognised as a deferred tax asset due to the uncertainty of when they can be utilised.

On 1 January 2024, the trade and assets of DVV Media HR Group Limited were formally transferred to the company at net book value. At 31 December 2023 to Directors took the view to impair the carrying value of the investment by £1,139,821 to reflect the net assets being transferred. As part of this process, a balance of £1,159,092 owed by DVV Media HR Group Limited to the company was treated as a bad debt at 31 December 2023, bringing the carrying value down to the recoverable amount.

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

Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

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

The company has taken advantage of the Section 33 exemption in FRS 102 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.

The immediate parent company is DVV Media Group GmbH, a company incorporated in Germany and the ultimate controlling party is Rheinische Post Mediengruppe GmbH also incorporated in Germany, by virtue of its holding in DVV Media Group GmbH.

Copies of the Rheinische Post Mediengruppe GmbH group financial statements, which represents both the smallest and largest group into which the company is consolidated, are available from its registered office Zülpicher Str. 10, 40549 Düsseldorf, Germany.