The directors of Travel Content Limited (“Company”) present their annual strategic report together with the audited financial statements for the year ended 31 December 2024. The Company is not required to prepare consolidated Financial Statements, see Note 2.1 within the Notes to the Financial Statements.

The principal activity of the Company during the year was that of a holding company providing Management Services, and the principal activity of the Company's subsidiary companies, together known as the “Group”, continued to be that of creating award winning travel media, working with many of the world’s largest travel brands. These partnerships enable passengers from all regions of the world to engage with the Group's media, and create opportunities for advertisers to connect with a highly receptive audience through the Group’s media portfolio.

The Company’s immediate parent company is Midas Corporate Holdco (US) Inc, and the ultimate parent company of the Company is Stagwell Inc., both entities of which are incorporated in Delaware, US. Stagwell Inc., listed on the NASDAQ (STGW), and its subsidiaries are herein defined as “The Stagwell Group”.

The financial year end is 31 December 2024, consistent accounting policies are adopted across the Group, and the results of the Company can be found in these financial statements.

The year ending 31 December 2024 saw a continuation of the provision of Management Services to the Company’s trading subsidiaries, generating an LBITDA of -$2.97m (2023: -$1.8m).

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

The Group and Company's success is driven by growing demand from the advertising sector and, in particular, that which relates to the global travel industry. At 31 December 2024, the Group 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 Group of non‑renewals. The geographical spread of the Group'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 Group and 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 Group and Company can react to any developments in a timely and appropriate manner.

The financial risks experienced from the Group and 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 Group and 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 debt to cash.

Liquidity risk policy is to maintain readily accessible bank deposit accounts to ensure the Group and 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 Group and Company 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 Group and Company's sales and operating activities are transacted in local currencies, movements in its reported currency (dollars) has limited impact on the Company’s reported performance.

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

The Group and 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 Group. 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 Group.

Members of the management team regularly discuss matters of current interest and concern to the Group with members of staff throughout the regions where it 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, LBITDA, cash and net current assets / liabilities. These financial KPIs indicate the volume of business the company has undertaken as well as the efficiency and profitability of this business. The key non-financial KPI is number of employees.

KPIs for the year to 31 December 2024 are set out below:

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:

a) The likely consequences of any decision in the long‑term

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 management to assess the long‑term impact of operational and strategic decisions.

b) The interests of the Company's employees

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 Company has an established policy that disabled persons, especially should they become disabled in the course of their employment within the Company, are employed where circumstances permit. The Company endeavours to ensure that disabled employees benefit from training and career development programmes in common with other employees.

c) The need to foster the Company's business relationships with suppliers, customers and others

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.

d) The impact of the Company's operations on the community and environment

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 directors are conscious of the Group’s requirement to minimise its carbon footprint, especially within the U.K., and employs a number of initiatives to do so, including timer-based lighting. A standing committee on the board regularly monitors these social and environmental policies which are designed to reduce the impact of the Group’s activities on the environment and puts best practice recommendations forward as appropriate.

e) The desirability of maintaining a reputation for high standards of business conduct

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.

f) The need to act fairly between members of the Group

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 a holding company.

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:

The Company's UK-based subsidiaries greenhouse gas emissions and energy consumption for the year ended 31 December 2024 are as follows:

The Company engaged Achilles, an independent organisation, to calculate the SECR figures using their established methodology. The calculations were conducted in compliance with ISO 14064-1: 2018, an internationally recognised standard for quantifying and reporting greenhouse gas emissions and removals. Achilles utilised their Carbon Reduce programme to ensure accuracy, consistency and transparency in the assessment of the Company's UK-based emissions. This methodology encompasses the identification of relevant emission sources, data collection, and the application of appropriate emissions factors to quantify the Company's total gross emissions.

The directors are conscious of the Company’s requirement to minimise its carbon footprint, especially within the U.K., and employs a number of initiatives to do so, including timer-based lighting. A standing committee on the board regularly monitors these social and environmental policies which are designed to reduce the impact of the Company’s activities on the environment and puts best practice recommendations forward as appropriate.

The Company's total emissions for the year were measured at an intensity ratio of 1.27 (2023: 1.57) tonnes of CO2 equivalent per million dollars of turnover (tCO2e/$m), reflecting the emissions relative to the Company's financial performance.

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.

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; 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 Travel Content 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 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

We draw attention to note 1.2 of the financial statements, which describes the basis on which these financial statements have been prepared. Our opinion is not modified in this respect.

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.

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

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.

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.

Travel Content 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.

The financial statements have been prepared on a going concern basis notwithstanding he fact that the company has a deficiency on total equity at the end of the year. The directors consider this basis to be appropriate as the company has sufficient facilities available from its shareholders to fund its working capital requirements for a period of at least twelve months from the date these financial statements were approved. The directors have considered the current strength of the group's liquidity, the projected profitable performance of the group over the next twelve months, and the resources available to the company. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.true

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:

• Recharges

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

Recharges represent income earned by the company in respect of administrative, financial and management services provided to subsidiary undertakings. Revenue is recognised when it can be measured reliably and it is probable that economic benefits will flow to the company and the services have been delivered.

Recharges are recognised on an accruals basis as services are provided. Charges are determined using a cost-plus method, whereby a reasonable allocation of costs incurred is applied, together with an appropriate margin. The basis of allocation is reviewed periodically to ensure it remains reasonable and supportable.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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.

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.

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to person other than employees, profit or loss is charged with fair value of goods and services received.

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'.

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.

The Company has adopted long-term incentive plans whereby share based awards have been granted to certain employees. The Company uses judgement in evaluating the key terms and conditions of share based awards to determine whether the share based award should be classified and accounted for as equity or as a liability when the share based awards are issued. The classification of the award impacts the timing and frequency of the fair market value calculation of the award. The nature of the share based awards granted are equity settled.

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

Their aggregate remuneration comprised:

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

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2023 - 2).

During the year, the highest paid director had an interest in 154 £0.0001 B Preference shares with a nominal value of £154 and a premium of £1,539,929, an interest in 57,444 £1.00 Ordinary shares with a nominal value of £57,444, an interest in 596 £0.01 Growth shares with a nominal value of £596 and a premium of £58,993 and 20,658 £0.01 C Ordinary shares are part of the group's share award scheme and are unpaid.

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:

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

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.

The company has long term incentive plans with equity settled share-based awards granted to certain employees, including management. Awards granted have performance-based vesting conditions and vest over 5 years. At 31 December 2024 a number of employees within the group held shares in the parent company, including B Ordinary Shares, C Ordinary Shares and D Ordinary Shares. The effective strike price of these shares is determined by reference to the Preference Share value on the date of an exit event, which is the only vesting condition associated to the Ordinary Shares.

D Ordinary Shares are subject to a defined ratchet, the ratchet being based on the percentage increase in average EBITDA growth (trailing two-year-period versus defined level at date of grant). The B and C Ordinary Shares are considered to be classified as equity settled and hence have been valued as at the date of grant. There is no contractual life applicable to the B, C and D Ordinary Shares and there are no cash settlement alternatives.

The fair value of the options at the grant date is calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:

During the year, the company recognised total share-based payment expenses of £Nil (2023 - $362,573) which related to equity settled share based payment transactions.

Share capital classified as equity

A Ordinary shares

The shares as a class will have 80% of the voting rights and have an entitlement to dividends once the Preference Share dividend has been paid and dividends to B and C Ordinary shares taken into account. The shares participate on a return of capital once all classes of preference share have been redeemed and taking into account the Ordinary B, C and D share rights.

B Ordinary shares

The shares as a class have 15% of the votes. The maximum dividend attributable to the class in 14.5%, pro-rated downwards if the number of B Ordinary shares in issue reduces below 144,600. After repayment of the preference share capital, the shares as a class are also entitled to a maximum of 14.8% of the proceeds available on a return of capital, reduced pro rata if the number of B Ordinary shares in issue falls below 144,600.

C Ordinary shares

The shares have voting rights of up to 5% on vested shares. The maximum dividend attributable to the class is 5.2% pro-rated down if there are less than 52,000 C Ordinary shares in issue. On a return of capital, the maximum proceeds attributable to the class, after repayment of the preference shares, are 5.2%, pro-rated down if the number of C Ordinary shares in issue falls below 5.2%.

The C Ordinary shares are also subject to time-based vesting conditions. Immediately prior to (but conditional upon the occurrence of) an exit event, the vesting of the C Ordinary shares shall accelerate and the vested portion of C Ordinary shares shall be 100%.

D Ordinary shares

The shares do not have dividend or voting rights, On a return of capital, after payment to all preference shareholders, the shares are entitled to up to 15% of the proceeds on an exit, subject to achieving a defined ratchet. The ratchet is based on the percentage increase in average EBITDA above £6.5 million over a trailing two-year period. If the ratchet is not achieved, then the shares convert to Deferred Shares.

Deferred shares

These are non-voting, non-dividend paying shares. The shares are entitled to £1 per share on exit.

Share capital classified as debt

Preference shares

These shares have a priority right of return at a rate of 3% above LIBOR. These shares do not have voting rights

A Preference shares

These shares have an annual coupon of 7%, compounded annually and rank behind the Preference Shares. These shares do not have voting rights.

B Preference shares

These shares have an annual coupon of 7%, compounded annually and rank behind the Preference Shares but pari passu with the A Preference shares (meaning they are effectively a single class). These shares do not have voting rights.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

These amounts are unsecured, interest free and repayable on demand.

Amounts owed to entities with control includes a loan of balance $50,480,072 (2023 - $48,567,342) which is secured, interest bearing and due for repayment after 1 year. All other balances owed are unsecured, interest free and repayable on demand.

The following amounts were outstanding at the reporting end date:

These amounts are unsecured, interest free and repayable on demand.

Midas Corporate HoldCo (US) Inc, an entity incorporated in the United States of America, is the immediate parent of the Company.

The ultimate parent undertaking in 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 smallest and largest group to consolidate these financial statements is that headed by Stagwell Inc., the consolidated accounts of which may be obtained from One World trade Centre, 63rd Floor, New York, NY 10007.

The Company considers Stagwell Inc., an entity incorporated in the United States of America, its ultimate controlling party.

The prior period adjustment represents investment balances denominated in foreign currencies that had not been translated into USD using the appropriate exchange rates at the date of the transaction.