The directors of eSubstance Limited ("the Company") present their strategic report together with the financial statements for the year ended 31 December 2024. The Company is not required to prepare consolidated Financial Statements, See Note 1.1 within the Noted to the Financial Statements.

The principal activity of the Company during the year continued to be that of creating award-winning travel related media content, delivered in the form of print, T.V., video and digital media products to meet the needs of its travel partners. Working with many of the world's largest travel group, these partnerships enable passengers from all regions of the world to engage with the Company's media and create opportunities for advertisers to connect with a highly receptive audience through Ink's media portfolio.

The Company, trading as "Ink", currently produces magazines in multiple languages along with destination video content for many of the world's best-known airlines and travel companies. In addition, Ink sells an ever increasing volume of digital media space across a growing spectrum including in-airport T.V. network ("Reach TV"), targeted advertising via social media, boarding passes and confirmatory emails, as well as seat back advertising along with interior and exterior plane advertising. Its high-profile travel partners span the globe served via one of Ink's local offices and include United Airlines, Virgin Atlantic, easyJet, and Eurowings.

The Company’s immediate parent company is Travel Content Limited, a company incorporated within the United Kingdom. Travel Content Limited, together with eSubstance Limited and its subsidiaries, are herein defined as ‘Group’. The ultimate parent company of the Company is Stagwell Inc, which is incorporated in Delaware, US. Stagwell Inc., listed on the NASDAQ (STGW), and its subsidiaries are herein defined as “The Stagwell Group”.

The year ended 31 December 2024 saw the Company recording an EBITDA of $0.6m (2023: LBITDA of $31.5m) During the year ended 31 December 2023, as part of a group reconstruction, the Company recognised a write off of amounts due from related parties of $32m. Excluding this non-trading related write off, trading EBITDA was $0.5m for the year.

During the year, the business continued to develop its digital content offering across various platforms.

Future outlook

The company's focus is to continue developing the core strengths of the business to maintain and grow its market leading position in the provision of media to the travel industry and is committed to continue its ongoing investment to future-proof its services.

The board regularly reviews and monitors risks that could affect the Company and identifies potential mitigating actions wherever possible.

The Company's success is driven by growing demand from the advertising sector and, in particular, that which relates to the global travel industry. The recovery of market conditions following the pandemic has enabled the Company to deliver operational profitability and continue its investment in developing the business, and the Company's future performance (operational profitability and cash flow) is expected to grow beyond historical levels. The board believes that the Company is well placed to take advantage of market opportunities as they arise.

At 31 December 2024, Ink holds a number of long term partner contracts across the globe with contract end dates spread over a number of years, minimising the risk to the Company of non renewals. The geographical spread of the Company's partner and operations contracts means that it can be impacted by any local political issues that arise within their region of operation. During the year, the Company has been minimally impacted by political issues and, where deemed necessary, the Company's results have been adjusted accordingly. Continued monitoring of these issues is being undertaken so that the Company can react to any developments in a timely and appropriate manner.

Financial risks

The financial risks experienced from the Company's activities include credit risk, liquidity risk, foreign exchange risk and operational risk. These risks are regularly monitored by the board of directors and the Company's policy in respect of these risks are as follows:

Credit risk policy is to require appropriate credit checks on potential customers before sales are contracted and to take prepayments where applicable. The Company has a good track record of converting debts to cash.

Liquidity risk policy is to maintain readily accessible bank deposit accounts to ensure the Company has sufficient funds for its operations. The cash deposits are held across a mixture of currencies with four banking institutions and, alongside financial support provided by the Stagwell Group, could be utilised to fund any liquidity issues that at this stage are not foreseen.

Foreign exchange risk policy is to try to mitigate the risk to the business of any adverse movements in exchange rates, through matching the currency of revenue and costs, closely monitoring foreign exchange movements and utilising forward foreign currency contracts where appropriate. As much of the Company's sales and operating activities are transacted in local currencies, movements in its reported currency (US Dollars) has limited impact on the Company's reported performance.

Operational risk policy is to try to reduce the risk to the business of any material increase in operational cost base such as significant inflation levels. The Company closely monitors variable costs (e.g. paper and other commodities) and proactively looks for opportunities to mitigate where possible).

Employee diversity, equality, and inclusion

The Company is committed to a policy of recruitment and promotion based on aptitude and ability without discrimination of any kind. Management actively pursues both the employment of disabled persons whenever a suitable vacancy arises and the continued employment and retraining of employees who become disabled while employed by the Company. Particular attention is given to the training, career development and promotion of disabled employees with a view to encouraging them to play an active role in the development of the Company.

Employee involvement

Members of the management team regularly discuss matters of current interest and concern to the business with members of staff throughout the regions where is operates.

The Company uses a range of performance measures to monitor and manage the business effectively. These involve both financial and non financial key performance indicators (KPI's).

The financial KPI's are turnover, gross profit/(loss), EBITDA/LBITDA, operating profit/(loss), cash, net current assets/(liabilities) and debtors days. These financial KPI's indicate the volume of business the Company has undertaken as well as he efficiency and profitability of this business. The key non financial KIP is number of employees.

* EBITDA is calculated as the (loss)/profit excluding charges for interest payable, interest receivable, depreciation, amortisation and non trading exceptional costs.

** Net current liabilities at 31 December 2024 of $3.9m (2023: $3.6m) includes $5.5m (2023: $6.8m) of deferred revenues which will be recognised as revenues in the following financial year.

Section 172 (1)(a) to (f) requires the directors to act in the way they consider would be most likely to promote the success of the Company for the benefit of its members, as a whole, with regard to the following matters:

The directors believe that they have acted in the way they consider, in good faith, to promote the long‑term success of the Company. Governance of the business is formalised in regular board meetings, with input from appropriate strategic advisors. Financial budgets until the end of 2025 have been prepared allowing Company management to assess the long‑term impact of operational and strategic decisions.

The directors consider their people to be a key asset and the interests of their employees are considered when decisions are taken. The directors take care over the well‑being and competency of all Company staff via regular on‑the‑job training and consultations with employees along with continuing investment in people and HR systems to promote good management, employee assessment and development. The Stagwell Group operates a Code of Conduct, which is provided to all Ink employees at the beginning of their employment.

Within the bounds of commercial confidentiality, management disseminates information to all levels of staff about matters that affect progress of the Company and are of interest and concern to them as employees.

The directors aim to work in partnership with customers and suppliers who reflect similar values and behaviours to the Company. Resources have been designated to increase the number and consistency of our customer and partner accounts management functions, as well as put in place strategic partnership roles for managing and communicating to current and potential suppliers. These resources include the development of social, ethical and environmental responsibility policies to ensure improved long‑term position of the business.

The Company fosters strong relationships with suppliers, customers, travel partners and wider stakeholders. The Company endeavours to ensure suppliers are paid within agreed credit terms.

The directors are mindful of the communities in which the business operates. Given the global nature of the business, with several regional sites around the world, it is important to have appropriate support to local communities. Where practical, these differences are considered and supported, including working arrangements, supply and community relations. The Company has developed social and environmental policies which are designed to reduce the impact of the Company’s activities on the environment. A standing committee on the board looks at these issues regularly and puts best practice recommendations forward as appropriate.

As part of the digital media and advertising community, it is of vital importance that high standards of professional business conduct are maintained. The Code of Conduct sets out the expected ethical standards of all employees and this is embedded via onboarding training for new employees and continued professional development programmes for existing employees. All employees are required to pass appropriate background checks and are required to undertake appropriate assessments. The director’s intention is to behave responsibly and ensure that management operate the business in a responsible manner, while adhering to the high standards of business conduct and good governance expected.

The Company has a number of subsidiary entities. As such, communication between the entities and the interplay between services or functions offered by different companies is vital.

Part of the business strategy is to support a Group‑wide deployment of our services seamlessly to the end customer, regardless of which entity they are deployed from.

Each shareholder of the Group is regularly updated about the performance of the Group and provided with equivalent financial and strategic reports, and updates. An executive management team, representing different areas of the business, operates at Group‑level.

In addition to this, the Group ensures interests of subsidiaries are fairly reflected and decisions made by the Group are in line with the strategic aim of all shareholders.

On behalf of the board

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

The principal activity of the company continued to be that of creating award-winning travel related media content, delivered in the form of print, T.V., videos and digital media products to meet the needs of its travel partners.

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

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:

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors’ report by Schedule 7 of the ‘Large and Medium‑sized companies and groups (accounts and reports) regulations 2008’, in the strategic report.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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; and

• 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.

We have audited the financial statements of eSubstance 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 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 company's affairs as at 31 December 2024 and of its 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 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The 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.

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:

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements, including how fraud may occur by enquiring of management's own consideration of fraud. In particular we assessed whether judgements made in making accounting estimates are indicative of potential bias, and evaluated the business rationale of significant transactions outside the normal course of business. We also addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and other adjustments. We also considered potential financial or other pressures, opportunities and motivations for fraud. As part of discussions with management we identified the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations and how management monitor these processes.

We obtained an understanding of the legal and regulatory environment applicable to the company and established the most relevant laws and regulations are FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice), Companies Act 2006, direct and indirect taxation legislation in the United Kingdom, and operational laws and regulations including health and safety, employment law, anti-money laundering, anti-bribery and corruption, and GDPR rules.

We considered the extent of compliance with these laws and regulations as part of our procedures on the related financial statement lines. We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence, for example, review and inspection of legal invoices and correspondence with the relevant authorities and the entity's solicitors.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or through collusion. There are inherent limitations in the audit procedures performed as non-compliance with laws and regulations may not necessarily be reflected in transactions reported in the financial statements, and therefore we may be less likely to become aware of it. Management and those charged with governance of the entity have the primary responsibility for the prevention and detection of fraud.

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.

Other matters which we are required to address

2004 was the first year the accounts have been audited. The prior years accounts were exempt from audit.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

eSubstance Limited is a private company limited by shares incorporated in England and Wales. The registered office is Blue Fin Building, Third Floor, 110 Southwark Street, London, SE1 0SU.

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 US Dollar, which is the presentational 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.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The company recognises revenue from the following major sources:

• Rendering of services

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the company will receive the consideration due under contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Magazine and ancillary advertising income are invoiced and recognised in the month in which the service is delivered. Targeted advertising such as social media advertisement, confirmatory emails and boarding passes is recognised in the month in which the advertising occurs. Video advertising such as destination guides is recognised in the month the video first launched.

Appropriate adjustments are made to revenue to account for the revenue in the period in which it relates.

All sales are normally made with credit terms, unless settled immediately in cash. The element of financing is deemed immaterial and disregarded in the measurement of revenue.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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 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.

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.

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.

The Company operates a defined contributions plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Functional and presentation currency

The company's functional currency is Sterling (£) and presentational currency is US Dollar ($).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end functional currency monetary items are translated using the average and closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rates when fair value is determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit an loss account within 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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.

No significant judgements have had to be made by management in preparing these financial statements.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

A provision is made for dilapidations. This provision requires management's best estimate of the costs that will be incurred based on legislative and contractual requirements. In addition, the timing of the cash flows and the discount rates used to establish net present value of the obligations require management's judgement.

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the credit rating of the country the debtor operates, the aging profile and historical experience.

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

Their aggregate remuneration comprised:

The directors were remunerated by the company's immediate parent company Travel Content Limited.

The costs of director related services received by the company are charged under the Management Services Agreement. During the year $1,474,591 (2023: $1,775,844) was recharged in relation to director costs.

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:

During the year eSubstance purchased 5% of the ordinary share capital of Business Traveler LLC for a cash consideration of $8,856 and 80% of the ordinary share capital of Business Traveller Media Limited for a cash consideration of $282,738.

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

Amounts due from group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.

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

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.

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares repurchased and cancelled by the company. This non-distributional reserve is maintained in accordance with the requirements of the Companies Act 2006.

Foreign exchange reserve

The foreign currency reserve represents exchange differences arising on the retranslation of monetary assets and liabilities denominated in foreign currencies, where such differences are recognised in equity rather than profit or loss in accordance with FRS 102.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

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:

As lessor

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

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:

The following amounts were outstanding at the reporting end date:

Amounts due to related parties are unsecured, interest free and due for repayment within one year.

The following amounts were outstanding at the reporting end date:

Amounts owed by entities over which the entity has control are unsecured, interest free and due for repayment within one year. Amounts owed by other related parties are secured, interest bearing and due for repayment within one year.

The immediate parent undertaking is Travel Content Limited, a company incorporated in the United Kingdom.

The ultimate parent undertaking is Stagwell Inc., listed on the NASDAQ (STGW). The registered address of Stagwell Inc., is One World Trade Centre, 63rd Floor, New York, NY 10007.

The results of the company are consolidated into Stagwell Inc. A copy of the groups consolidated accounts may be obtained from their registered office.

The prior year adjustment represents revenue generated from group companies via a revenue share being recognised in turnover where it had previously been reported in administrative expenses.