REGISTERED NUMBER: 13874055 (England and Wales)

Estel Media Holdco Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

L W Danson

W E Crocker

REGISTERED OFFICE:

Studio 5 Salters House

156 High Street

Hull

HU1 1NQ

REGISTERED NUMBER:

13874055 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

The directors present their strategic report for the company and group for the year ended 31 December 2023.

REVIEW OF BUSINESS

The principal activity of the group and the company during the year was the publication of media titles/brands across print and digital platforms, together with the production of physical and online events.

The global media and technology markets in 2024 remained challenging, with economic uncertainty, cautious corporate spending, and ongoing geopolitical tensions impacting advertising and sponsorship revenues, particularly within the technology sector. In the UK, an unexpected General Election and change in government created additional political uncertainty, influencing market confidence and resulting in adjustments to the events program. In August 2024, part of the group's operations, Progressive Media International was sold, leading to changes in group structure and a strategic refocus on the remaining portfolio. Demand for live events remained resilient, and paid subscriptions to key titles continued to provide a stable source of revenue. However, overall trading conditions remained difficult, and the group continued to operate at a loss during the year while taking steps to position the business for future sustainability and growth.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk and uncertainty facing the group is that of the economic downturn following the Covid19 pandemic, the Ukraine conflict and subsequent world events that has caused a reduction in the marketing and advertising budgets of customers in the markets in which the group has media titles and brands.

Other risks include:

Financial instruments

The group uses various financial instruments which include cash, trade debtors, trade creditors and amounts due to related party undertakings that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group operations. The existence of these financial instruments exposes the group to a number of financial risks, the principal ones of which are credit and liquidity risk.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable short term needs and to invest cash assets safely and profitably. As set out below under 'Going concern', the group relies on the continuing support of its related parties which manages the liquidity of the group to ensure that the group has sufficient liquidity for its operations.

Credit risk

The group's principal financial assets are debtors due from related parties and trade debtors. As set out below under 'Going concern', the group relies on the continuing support of its related parties. This risk to trade debtors is mitigated by the low dependency of the group on any one customer, or any small group of customers, and by setting credit limits for individual customers based on an assessment of their credit rating.

KEY PERFORMANCE INDICATORS

The group maintain a number of key performance indicators in respect of sales growth, gross margin and circulation numbers.

The key financial and other performance indicators during the year were as follows:

2024

2023

Change

£'000

£'000

Turnover

18,856

23,004

(18.0%

)

Group operating profit/(loss)

(3,358

)

(5,830

)

42%

Profit/(loss) after tax

8,963

(6,006

)

249%

Equity shareholders' funds

(28,307

)

(37,506

)

25%

Current assets as % of current liabilities ('quick ratio')

14%

11%

27.3%

Average number of employees

251

327

(23.2%

)

The directors have not disclosed the group's non-financial key performance indicators, as it is considered this would seriously prejudice the group's interests.

ON BEHALF OF THE BOARD:

W E Crocker - Director

15 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

M D Phillips - resigned 19 January 2024

L W Danson - appointed 19 January 2024

W E Crocker - appointed 19 January 2024

GOING CONCERN

The group reported an operating loss for the year of £3,358,000 (2023: £5,830,000) and net current liabilities of £31,783,000 at the year end (2023: £48,138,000) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2026 in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate controlling party. Accordingly an undertaking has been received from the ultimate controlling party pledging their continued financial support through a period of 12 months from the date of approval of these financial statements. The above factors have led the directors to conclude that the going concern basis remains appropriate.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

W E Crocker - Director

15 December 2025

Opinion

We have audited the financial statements of Estel Media Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

-	the parent company 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with relevant regulators and the company's legal advisors.

Due to 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. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Stephen Bramall BSc FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

15 December 2025

TURNOVER

3

14,820

4,035

18,855

Cost of sales

(4,629

)

(1,251

)

(5,880

)

GROSS PROFIT

10,191

2,784

12,975

Administrative expenses

(12,095

)

(4,238

)

(16,333

)

OPERATING LOSS

5

(1,904

)

(1,454

)

(3,358

)

Profit on sale of operation

6

-

12,418

12,418

(1,904

)

10,964

9,060

Interest receivable and similar income

36

-

36

Interest payable and similar expenses

7

(364

)

-

(364

)

(LOSS)/PROFIT BEFORE TAXATION

(2,232

)

10,964

8,732

Tax on (loss)/profit

8

231

-

231

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(2,001

)

10,964

8,963

(Loss)/profit attributable to:

Owners of the parent

8,963

TURNOVER

3

15,378

7,627

23,005

Cost of sales

(4,660

)

(2,317

)

(6,977

)

GROSS PROFIT

10,718

5,310

16,028

Administrative expenses

(14,717

)

(7,141

)

(21,858

)

OPERATING LOSS

5

(3,999

)

(1,831

)

(5,830

)

Interest receivable and similar income

21

-

21

Interest payable and similar expenses

7

(385

)

(8

)

(393

)

LOSS BEFORE TAXATION

(4,363

)

(1,839

)

(6,202

)

Tax on loss

8

196

-

196

LOSS FOR THE FINANCIAL YEAR

(4,167

)

(1,839

)

(6,006

)

Loss attributable to:

Owners of the parent

(6,006

)

PROFIT/(LOSS) FOR THE YEAR

8,963

(6,006

)

OTHER COMPREHENSIVE INCOME

Fair value loss on hedging instrument

(34

)

(206

)

Exchange differences on retranslating

261

22

of subsidiary undertakings

Revaluation loss on freehold property

-

(4,058

)

Income tax relating to components of other comprehensive income

9

1,153

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

236

(3,089

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

9,199

(9,095

)

Total comprehensive income attributable to:

Owners of the parent

9,199

(9,095

)

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

10,417

10,652

Investments

12

-

-

Derivative financial instruments

13

349

383

10,766

11,035

CURRENT ASSETS

Stocks

14

78

75

Debtors

15

3,827

4,764

Cash at bank and in hand

1,474

1,192

5,379

6,031

CREDITORS

Amounts falling due within one year

16

37,162

54,169

NET CURRENT LIABILITIES

(31,783

)

(48,138

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(21,017

)

(37,103

)

CREDITORS

Amounts falling due after more than one year

17

(7,175

)

-

PROVISIONS FOR LIABILITIES

22

(115

)

(403

)

NET LIABILITIES

(28,307

)

(37,506

)

CAPITAL AND RESERVES

Called up share capital

23

2

2

Revaluation reserve

24

2,484

2,484

Foreign exchange reserve

24

543

282

Hedging reserve

24

262

287

Retained earnings

24

(31,619

)

(40,582

)

SHAREHOLDERS' FUNDS

(28,328

)

(37,527

)

NON-CONTROLLING INTERESTS

21

21

TOTAL EQUITY

(28,307

)

(37,506

)

The financial statements were approved by the Board of Directors and authorised for issue on 15 December 2025 and were signed on its behalf by:

W E Crocker - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

9,406

10,190

Derivative financial instruments

13

-

-

9,406

10,190

CREDITORS

Amounts falling due within one year

16

6,745

12,940

NET CURRENT LIABILITIES

(6,745

)

(12,940

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,661

(2,750

)

CAPITAL AND RESERVES

Called up share capital

23

2

2

Retained earnings

2,659

(2,752

)

SHAREHOLDERS' FUNDS

2,661

(2,750

)

Company's profit/(loss) for the financial year

5,411

(2,752

)

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

The financial statements were approved by the Board of Directors and authorised for issue on 15 December 2025 and were signed on its behalf by:

W E Crocker - Director

Called up

Foreign

share

Retained

Revaluation

exchange

capital

earnings

reserve

reserve

£'000

£'000

£'000

£'000

Balance at 1 January 2023

2

(34,576

)

5,440

260

Changes in equity

Total comprehensive income

-

(6,006

)

(2,956

)

22

Balance at 31 December 2023

2

(40,582

)

2,484

282

Changes in equity

Total comprehensive income

-

8,963

-

261

Balance at 31 December 2024

2

(31,619

)

2,484

543

Hedging

Non-controlling

Total

reserve

Total

interests

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2023

442

(28,432

)

21

(28,411

)

Changes in equity

Total comprehensive income

(155

)

(9,095

)

-

(9,095

)

Balance at 31 December 2023

287

(37,527

)

21

(37,506

)

Changes in equity

Total comprehensive income

(25

)

9,199

-

9,199

Balance at 31 December 2024

262

(28,328

)

21

(28,307

)

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1 January 2023

2

-

2

Changes in equity

Total comprehensive income

-

(2,752

)

(2,752

)

Balance at 31 December 2023

2

(2,752

)

(2,750

)

Changes in equity

Total comprehensive income

-

5,411

5,411

Balance at 31 December 2024

2

2,659

2,661

Cash flows from operating activities

Cash generated from operations

1

(275

)

(5,502

)

Interest paid

(364

)

(393

)

Tax paid

(64

)

38

Net cash from operating activities

(703

)

(5,857

)

Cash flows from investing activities

Purchase of tangible fixed assets

(14

)

(244

)

Proceeds from sale of business unit

6,195

-

Cash within business unit sold

(62

)

-

Interest received

36

21

Net cash from investing activities

6,155

(223

)

Cash flows from financing activities

Loan repayments in year

(203

)

(150

)

Shareholder loan repayment

(4,967

)

-

New shareholder loans

-

6,835

Net cash from financing activities

(5,170

)

6,685

Increase in cash and cash equivalents

282

605

Cash and cash equivalents at beginning of year

2

1,192

587

Cash and cash equivalents at end of year

2

1,474

1,192

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£'000

£'000

Profit/(loss) before taxation

8,732

(6,202

)

Depreciation charges

249

373

Loss on disposal of fixed assets

-

8

Foreign exchange

262

22

Profit on disposal of operation

(12,418

)

-

Finance costs

364

393

Finance income

(36

)

(21

)

(2,847

)

(5,427

)

(Increase)/decrease in stocks

(3

)

26

(Increase)/decrease in trade and other debtors

(92

)

1,532

Increase/(decrease) in trade and other creditors

2,667

(1,633

)

Cash generated from operations

(275

)

(5,502

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£'000

£'000

Cash and cash equivalents

1,474

1,192

Year ended 31 December 2023

31.12.23

1.1.23

£'000

£'000

Cash and cash equivalents

1,192

838

Bank overdrafts

-

(251

)

1,192

587