IRIS Accounts Production v25.1.4.42 13127033 Board of Directors 31.12.24 1.1.24 31.12.24 31.12.24 The principal activity of the company was that of a non-trading holding company. ++ The principal activity of the subsidiary company, Our Media Limited, was that of the development and exploitation of the company's cross-media brands. true true false true true false false false true false Ordinary 0 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 13127033 2023-12-31 13127033 2024-12-31 13127033 2024-01-01 2024-12-31 13127033 2022-12-31 13127033 2023-01-01 2023-12-31 13127033 2023-12-31 13127033 ns15:EnglandWales 2024-01-01 2024-12-31 13127033 ns14:PoundSterling 2024-01-01 2024-12-31 13127033 ns10:Director1 2024-01-01 2024-12-31 13127033 ns10:Consolidated 2024-12-31 13127033 ns10:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 13127033 ns10:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 13127033 ns10:Consolidated ns10:FRS102 2024-01-01 2024-12-31 13127033 ns10:Consolidated ns10:Audited 2024-01-01 2024-12-31 13127033 ns10:LargeCompaniesRegimeForDirectorsReport 2024-01-01 2024-12-31 13127033 ns10:LargeCompaniesRegimeForAccounts 2024-01-01 2024-12-31 13127033 ns10:Consolidated ns10:LargeCompaniesRegimeForDirectorsReport 2024-01-01 2024-12-31 13127033 ns10:Consolidated ns10:LargeCompaniesRegimeForAccounts 2024-01-01 2024-12-31 13127033 ns10:FullAccounts 2024-01-01 2024-12-31 13127033 1 2024-01-01 2024-12-31 13127033 ns10:OrdinaryShareClass1 2024-01-01 2024-12-31 13127033 ns10:Consolidated 2024-01-01 2024-12-31 13127033 ns10:Director2 2024-01-01 2024-12-31 13127033 ns10:Director3 2024-01-01 2024-12-31 13127033 ns10:Director4 2024-01-01 2024-12-31 13127033 ns10:Director5 2024-01-01 2024-12-31 13127033 ns10:Director7 2024-01-01 2024-12-31 13127033 ns10:CompanySecretary1 2024-01-01 2024-12-31 13127033 ns10:RegisteredOffice 2024-01-01 2024-12-31 13127033 ns10:Director6 2024-01-01 2024-12-31 13127033 ns10:Consolidated 2023-01-01 2023-12-31 13127033 ns5:CurrentFinancialInstruments 2024-12-31 13127033 ns5:CurrentFinancialInstruments 2023-12-31 13127033 ns5:Non-currentFinancialInstruments 2024-12-31 13127033 ns5:Non-currentFinancialInstruments 2023-12-31 13127033 ns5:ShareCapital 2024-12-31 13127033 ns5:ShareCapital 2023-12-31 13127033 ns5:SharePremium 2024-12-31 13127033 ns5:SharePremium 2023-12-31 13127033 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 13127033 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 13127033 ns5:ShareCapital 2022-12-31 13127033 ns5:RetainedEarningsAccumulatedLosses 2022-12-31 13127033 ns5:SharePremium 2022-12-31 13127033 ns5:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13127033 ns5:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 13127033 ns5:NetGoodwill 2024-01-01 2024-12-31 13127033 ns5:CostValuation 2023-12-31 13127033 ns5:Non-currentFinancialInstruments ns5:BetweenTwoFiveYears 2024-12-31 13127033 ns5:Non-currentFinancialInstruments ns5:BetweenTwoFiveYears 2023-12-31 13127033 ns10:OrdinaryShareClass1 2024-12-31 13127033 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 13127033 ns5:SharePremium 2023-12-31

REGISTERED NUMBER: 13127033 (England and Wales)

OUR MEDIA HOLDINGS LTD

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Contents of the Consolidated Financial Statements

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 5 |

Report of the Independent Auditors | 9 |

Consolidated Income Statement | 12 |

Consolidated Other Comprehensive Income | 13 |

Consolidated Balance Sheet | 14 |

Company Balance Sheet | 15 |

Consolidated Statement of Changes in Equity | 16 |

Company Statement of Changes in Equity | 17 |

Consolidated Cash Flow Statement | 18 |

Notes to the Consolidated Cash Flow Statement | 19 |

Notes to the Consolidated Financial Statements | 20 |

OUR MEDIA HOLDINGS LTD

Company Information

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | A Marshall

| D M Millar

| J S Williams

| S J Powell

| A W Davies

| K D Langford

| SECRETARY: | D M Millar

| REGISTERED OFFICE: | Eagle House

| Colston Avenue

| BRISTOL

| BS1 4ST

| REGISTERED NUMBER: | 13127033 (England and Wales)

| AUDITORS: | MHA Audit Services LLP

| Statutory Auditor

| Elfed House

| Oak Tree Court

| Cardiff Gate Business Park

| CARDIFF

| County of Cardiff

| CF23 8RS

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Group Strategic Report

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal activities

The principal activity of the company is that of a non-trading holding company.

The principal activity of the subsidiary company is the development and exploitation of the Company's cross media brands.

REVIEW OF BUSINESS

The Directors are pleased to report that the group continued to trade strongly.

On 1 June 2021, Immediate Media Company Limited, sold 40% of the share capital with 49% of voting rights of Our Media Limited to Our Media Holdings Limited. On 26 October 2023 Immediate Media Company Limited sold the remaining 60% of the share capital with 51% of voting rights of Our Media Limited to Our Media Holdings Limited at a nominal value. Our Media Holdings Limited became the ultimate parent company from that date.

Our Media Holdings Limited is owned by certain of the management of Our Media Limited. Immediate Media Company Limited and Our Media Holdings Limited had a Shareholders Agreement that governs certain aspects of the financial and operating policies of Our Media Limited.

During 2023 the group completed migrating its websites to new platforms that will support the group's strategy of growth and monetisation of its commercial digital activities, video, and podcast content, as well as identifying potential opportunities for inorganic growth.

Financial key performance indicators

The main KPls of the business relate to turnover, adjusted EBITDA and EBITDA margin. Adjusted EBITDA is a main KPI for the Group as management considers this non-Generally Accepted Accounting Principle (non GAAP) measure to be the most appropriate way to monitor and analyse the operations and performance of the business.

Adjusted EBITDA excludes items that are commonly excluded across the media sector and is equal to operating profit before restructuring, amortisation, depreciation, impairment, interest and tax. Management believes this measure avoids distortion of underlying trading results.

The Profit & Loss account included in this group account includes the trading results of Our Media Limited for the year ended 31 December 2024 (2023: period from 26 October to 31 December 2023).

For understanding and transparency the results of Our Media Limited are as follows (the comparative being the 12 months to 31 December 2023 as opposed to the period from acquisition by Our Media Holdings Limited):

| 2024 |  | 2023 |  |

| £m |  | £m |  |

Turnover |  | 38.3 |  | 40.3 |  |

Adjusted EBITDA |  | 0.8 |  | (1.6) |  |

Loss for the financial year |  | (0.2) |  | (3.0) |  |

Adjusted EBITDA margin |  | 2% |  | 0% |  |

| 2024 |  | 2023 |  |

| £m |  | £m |  |

Operating loss |  | (0.2) |  | (3.0) |  |

Amortisation and depreciation |  | 0.5 |  | 0.7 |  |

Restructuring costs |  | 0.5 |  | 0.7 |  |

Adjusted EBITDA |  | 0.8 |  | (1.6) |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Group Strategic Report

FOR THE YEAR ENDED 31 DECEMBER 2024

Compared to the year ended 31 December 2023, turnover fell by 5% from £40.3 million to £38.3 million, as a result of the challenges faced on advertising, traditional magazine sales and subscriptions. However the change in revenue mix and the emphasis on higher margin digital activities positively impacted Adjusted EBITDA which increased to a profit of £1.2 million. The company received continued working capital support from the Vancouver Group.

Other key performance indicators

The Company also monitors digital visitors and engagement, print and digital circulation and readership numbers. The Company continues to execute its strategy of providing its customers with high quality content across a wide range of platforms, both print and digital.

PRINCIPAL RISKS AND UNCERTAINTIES

The activities of the business are largely within the United Kingdom, and the business is therefore exposed to the overall performance of the UK economy. Whilst a significant majority of the costs of the Company arise in the UK and are denominated in sterling, certain items are imported and will be impacted by currency fluctuations that may arise. There was little impact from currency fluctuations on the business as a result of strategies implemented by Management to mitigate the impact where possible. The Company continues to monitor the current rate of inflation along with rising paper and energy prices in order to mitigate any impact.

A large proportion of the revenues of the business are earned from the distribution of physical magazines and over the long term it is expected that consumers will migrate from physical to digital media in several sectors in which the Company operates. The Company has continued to roll out digital products and to exploit its brands in the digital environment; growth seen to date continues to be encouraging.

The high degree of consumer loyalty to the key brands of the business, the relatively high portion of subscriptions, the relatively low dependence on advertising as an income stream, and the demographic of the business' customer base together provide some mitigation of these risks.

Liquidity risk

After 26 October 2023 the company was no longer part of the Vancouver Topco Group. At that date, financing in the form of a Term loan facility, up to £2.7m by 31 December 2024, and a Revolving Credit facility of £1.75m were agreed with Immediate Media Company Limited. The term loan increases to £3m by 31 December 2026 and requires repayment by 31 December 2030. A further additional loan funding agreement of up to £4.2m was agreed, bearing interest at 10%, repayable on demand. The Directors consider that there are no significant working capital risks that are likely to require funding in addition to this agreed financing.

Price and credit risk

The Directors do not believe there is any significant credit risk with any trading partners that are material to the Company.

Further information is provided in the Directors Report.

SECTION 172(1) STATEMENT

The Directors understand and appreciate their duty under s.172 of the Companies Act 2006 to act in the way in which they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members, and in doing so have regard (amongst other matters) to:

- the likely consequences of any decision in the long term;

- the interests of the Group's employees;

- the need to foster the Group's business relationships with suppliers, customers and others;

- the impact of the Group's operations on the community and the environment;

- the desirability of the Group maintaining a reputation for high standards of business conduct; and

- the need to act fairly between members of the Group.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Group Strategic Report

FOR THE YEAR ENDED 31 DECEMBER 2024

EMPLOYEES

The Group considers itself a 'people led business' whose culture is collaborative, inclusive and nurturing against a background of high standards and demanding results expectations. A core belief for the Group is that motivated people who are passionate about what they do and who enjoy their work, create high-performing, successful businesses. The Group takes a long-term view to career management, making sure that attention is given to grow employees both as individuals and professionals as evidenced by the investment in development and cultural programmes.

Employee safety and wellbeing is a key priority. Post Covid 19, employees have been encouraged to work flexibly to suit their personal situations and a comprehensive support programme of health, social and well-being resources has been put in place for everyone. Management also regularly held well- attended update meetings where information was shared with regard to Group performance and organisational priorities. Feedback was encouraged during the updates and on a frequent basis.

The Group respects and values differences and is committed to pursuing equality, diversity and inclusion in all its

employment activities. It embraces equality, diversity and inclusion in its people, policies and practices from hiring,

developing, promoting, motivating, and retaining its workforce. The Group is developing partnerships with diversity recruitment specialists and groups working with under-represented communities to broaden its recruitment pool and ensure it attracts as broad range of talent as possible.

In order to support this, help drive change and hold the Group accountable to its objectives, Management have created a clear strategy which includes establishing diversity and inclusion network groups, education and training; and processes which support diversity and inclusion. The Group is developing a set of diversity editorial guidelines, led by senior editorial leads and external diversity experts, to ensure its content is representative and inclusive across all its platforms and brands.

CUSTOMERS

The Group is committed to putting customers at the heart of decision making in its business. Its largest customer base, consumers of its magazines and websites, are supported by dedicated service teams and it has minimum service thresholds set for its most loyal customers, its magazine subscribers. For website consumers, the Group has transparent privacy policies in place and is fully GDPR compliant. B2B customers, advertisers and exhibitors, are supported by dedicated sales and support teams.

SUPPLIERS

The Group follows a code of ethics to guide relationships with external stakeholders such as suppliers and valuing sustainability strategies to minimise the Group's carbon footprint on the environment. The Group has a strategy to purchase renewable energy where possible.

ON BEHALF OF THE BOARD:

D M Millar - Director

27 February 2026

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Report of the Directors

FOR THE YEAR ENDED 31 DECEMBER 2024

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

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

A Marshall

D M Millar

J S Williams

S J Powell

A W Davies

Other changes in directors holding office are as follows:

M I Reen - resigned 17 May 2024

K D Langford - appointed 3 May 2024

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Report of the Directors

FOR THE YEAR ENDED 31 DECEMBER 2024

GOING CONCERN

Although our subscription offers continued to attract and retain consumers and our news stand sales performed well against the market, the company saw a 12% decline in circulation revenues year on year. The production cost base has been adjusted to recognize the lower volumes sold and to mitigate the impact of the declining sales on EBITDA. Challenges in the advertising market saw print advertising revenues decline by 19% while digital advertising remained flat. Revenue from digital partnerships and digital media increased by 36%

The Directors have considered the impact of the current macroeconomic environment of increasing energy costs and rising inflation, exacerbated by international conflict. They have considered the impact of a potential reduction in revenues from customers rationalising their spending and potential increases from operating costs affected by energy costs, both directly to the Company and through higher costs in the supply chain.

The Directors have made significant reductions to the cost base of the business during 2023, 2024 and 2025 through restructuring and efficiency improvements. Combined with the increasing revenues earned from digital media, these ongoing measures have resulted in the company trading to a positive adjusted EBITDA in the 12 months to January 2026 and gives assurance to the Directors that the company will deliver positive adjusted EBITDA in 2026.

The Directors continue to monitor the local and global socioeconomic situation closely to develop strategies to mitigate the impact on the business as far as possible.

Notwithstanding net current liabilities of £8,849,000 (2023: £11,007,000) including cash of £793,000 (2023: £1,708,000) as at 31 December 2024 and a loss for the year then ended of £488,000 (2023: £11,622,000), the financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.

The Directors have prepared cash flow forecasts for the purpose of assessing going concern which indicate that the Company will have sufficient funds, through new financing provided on the 26 October 2023. On this date the company agreed the following financing with Immediate Media Company Limited:

- |  | A Term loan facility up to £3.0m to the 31 December 2030 with the first capital repayments being made in the |

| year ending 31 December 2027 and interest, at 9.3% which is due at the end of each financial year but may be deferred until the final loan repayment. As at 31 January 2026 £2.7m had been drawn down. |

- |  | A Revolving credit facility of £1.75m, of which £1.75m is drawn down at 31 January 2026; and |

- |  | A deferred repayment of intergroup balances due to Vancouver Group of £3.6m as at July 2023. This amount |

| was fully repaid by 31 July 2024. |

- |  | 12 month repayment terms on any amounts incurred since October 2023. |

- |  | An additional loan funding agreement of up to £4.2m bearing interest at 10%, repayable on demand was agreed in October 2025. |

Immediate Media Company Limited have confirmed it is their present intention to continue to support Our Media Holdings and Our Media Limited through the existing finance facilities for a period of at least 12 months from approval of the financial statements for the year ended 31 December 2024. Whilst this letter of support is not legally binding it is an indication of the present intent of Immediate Media Company.

When considering the above financing in place the Directors consider there are no significant working capital risks that are likely to require additional funding to this agreed financing arrangement.

Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Employee involvement

Employees attend regular update meetings where information is shared with regard to Company and Group performance and organisational priorities. Feedback is encouraged during regular updates and on an ad-hoc basis. Further information is provided via team meetings and the Group intranet. See the Strategic Report for more details.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Report of the Directors

FOR THE YEAR ENDED 31 DECEMBER 2024

Research and development

It is important to the business to understand its customer base and to develop high quality print and digital products for this customer base. Total research and development expenditure incurred and capitalised during the year was £0 (2023: £0).

Equality and diversity

The Company respects and value differences. We believe that when people from different backgrounds, and with different perspectives work together, we can create the most value for our people, readers, customers, and society. Improving Diversity & Inclusion in our company and content is a key priority for Immediate, we're striving to create a more diverse and inclusive environment and to ensure our content is representative of all our audiences. To help achieve this, we have developed a strategy focused on four key strands:

- |  | Empowering Network groups |

- |  | Education and Training |

- |  | Editorial & External |

- |  | Recruitment & Processes |

We have established five internal D&I network groups to help our people feel supported, included, and provide an open environment for people to network, mentor and exchange ideas, solutions, and experiences.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Report of the Directors

FOR THE YEAR ENDED 31 DECEMBER 2024

AUDITORS

The auditors, MHA Audit Services LLP, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

D M Millar - Director

27 February 2026

Report of the Independent Auditors to the Members of

Our Media Holdings LTD

Opinion

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

In our opinion the financial statements:

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

Conclusions relating to going concern

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

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

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

Other information

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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Report of the Independent Auditors to the Members of

Our Media Holdings LTD

Matters on which we are required to report by exception

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

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

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

- | the parent company financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page seven, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

• Enquiry of management, those charged with governance around actual and potential litigation and claims;

• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

• Reviewing minutes of meetings of those charged with governance;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations to underlying supporting documentation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Report of the Independent Auditors to the Members of

Our Media Holdings LTD

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Laura Farrow MSc BSc FCA (Senior Statutory Auditor)

for and on behalf of MHA Audit Services LLP

Statutory Auditor

CARDIFF

CF23 8RS

12 March 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability

partnership in England and Wales (registered number OC455542)

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Consolidated Income Statement

FOR THE YEAR ENDED 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £'000 | £'000 |

TURNOVER | 3 | 38,306 |  | 5,749 |  |

Cost of sales | (9,510 | ) | (951 | ) |

GROSS PROFIT | 28,796 |  | 4,798 |  |

Distribution costs | (7,414 | ) | (983 | ) |

Administrative expenses | (21,600 | ) | (4,229 | ) |

OPERATING LOSS | 5 | (218 | ) | (414 | ) |

Exceptional item | 7 | - |  | (11,177 | ) |

(218 | ) | (11,591 | ) |

Interest payable and similar expenses | 8 | (263 | ) | (31 | ) |

LOSS BEFORE TAXATION | (481 | ) | (11,622 | ) |

Tax on loss | 9 | (7 | ) | - |  |

LOSS FOR THE FINANCIAL YEAR | (488 | ) | (11,622 | ) |

Loss attributable to:

Owners of the parent | (488 | ) | (11,622 | ) |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Consolidated Other Comprehensive Income

FOR THE YEAR ENDED 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £'000 | £'000 |

LOSS FOR THE YEAR | (488 | ) | (11,622 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (488 | ) | (11,622 | ) |

Total comprehensive income attributable to:

Owners of the parent | (488 | ) | (11,622 | ) |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Consolidated Balance Sheet

31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £'000 | £'000 |

FIXED ASSETS

Intangible assets | 11 | 1,426 |  | 1,493 |  |

Tangible assets | 12 | 234 |  | 285 |  |

Investments | 13 | 3 |  | 3 |  |

1,663 |  | 1,781 |  |

CURRENT ASSETS

Stocks | 14 | 1,113 |  | 797 |  |

Debtors | 15 | 4,110 |  | 3,831 |  |

Cash at bank | 793 |  | 1,708 |  |

6,016 |  | 6,336 |  |

CREDITORS

Amounts falling due within one year | 16 | (14,865 | ) | (17,343 | ) |

NET CURRENT LIABILITIES | (8,849 | ) | (11,007 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (7,186 | ) | (9,226 | ) |

CREDITORS

Amounts falling due after more than one year | 17 | (4,718 | ) | (2,190 | ) |

NET LIABILITIES | (11,904 | ) | (11,416 | ) |

CAPITAL AND RESERVES

Called up share capital | 21 | 1 |  | 1 |  |

Share premium | 22 | 244 |  | 244 |  |

Retained earnings | 22 | (12,149 | ) | (11,661 | ) |

SHAREHOLDERS' FUNDS | (11,904 | ) | (11,416 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2026 and were signed on its behalf by:

D M Millar - Director

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Company Balance Sheet

31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £'000 | £'000 |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 735 |  | 735 |  |

735 |  | 735 |  |

CREDITORS

Amounts falling due within one year | 16 | (116 | ) | (77 | ) |

NET CURRENT LIABILITIES | (116 | ) | (77 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 619 |  | 658 |  |

CREDITORS

Amounts falling due after more than one year | 17 | (490 | ) | (490 | ) |

NET ASSETS | 129 |  | 168 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 1 |  | 1 |  |

Share premium | 22 | 244 |  | 244 |  |

Retained earnings | 22 | (116 | ) | (77 | ) |

SHAREHOLDERS' FUNDS | 129 |  | 168 |  |

Company's loss for the financial year | (39 | ) | (38 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2026 and were signed on its behalf by:

D M Millar - Director

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 31 DECEMBER 2024

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£'000 | £'000 | £'000 | £'000 |

Balance at 1 January 2023 | 1 |  | (39 | ) | 244 |  | 206 |  |

Changes in equity

Total comprehensive income | - |  | (11,622 | ) | - |  | (11,622 | ) |

Balance at 31 December 2023 | 1 |  | (11,661 | ) | 244 |  | (11,416 | ) |

Changes in equity

Total comprehensive income | - |  | (488 | ) | - |  | (488 | ) |

Balance at 31 December 2024 | 1 |  | (12,149 | ) | 244 |  | (11,904 | ) |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Company Statement of Changes in Equity

FOR THE YEAR ENDED 31 DECEMBER 2024

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£'000 | £'000 | £'000 | £'000 |

Balance at 1 January 2023 | 1 |  | (39 | ) | 244 |  | 206 |  |

Changes in equity

Total comprehensive income | - |  | (38 | ) | - |  | (38 | ) |

Balance at 31 December 2023 | 1 |  | (77 | ) | 244 |  | 168 |  |

Changes in equity

Total comprehensive income | - |  | (39 | ) | - |  | (39 | ) |

Balance at 31 December 2024 | 1 |  | (116 | ) | 244 |  | 129 |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Consolidated Cash Flow Statement

FOR THE YEAR ENDED 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £'000 | £'000 |

Cash flows from operating activities

Cash generated from operations | 1 | (2,765 | ) | 282 |  |

Interest paid | (253 | ) | (31 | ) |

Net cash from operating activities | (3,018 | ) | 251 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (265 | ) | (320 | ) |

Purchase of tangible fixed assets | (137 | ) | (48 | ) |

Acquisition of subsidiary | - |  | 1,825 |  |

Net cash from investing activities | (402 | ) | 1,457 |  |

Cash flows from financing activities

New loans in year | 2,528 |  | - |  |

Amount withdrawn by directors | (23 | ) | - |  |

Net cash from financing activities | 2,505 |  | - |  |

(Decrease)/increase in cash and cash equivalents | (915 | ) | 1,708 |  |

Cash and cash equivalents at beginning of year | 2 | 1,708 |  | - |  |

Cash and cash equivalents at end of year | 2 | 793 |  | 1,708 |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Cash Flow Statement

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2024 |  | 2023

£'000 | £'000 |

| Loss before taxation | (481 | ) | (11,622 | ) |

| Depreciation charges | 502 |  | 125 |  |

| Amortisation goodwill on acquisition | - |  | 11,177 |  |

| Finance costs | 263 |  | 31 |  |

284 |  | (289 | ) |

| Increase in stocks | (316 | ) | (154 | ) |

| Increase in trade and other debtors | (281 | ) | (417 | ) |

| (Decrease)/increase in trade and other creditors | (2,452 | ) | 1,142 |  |

| Cash generated from operations | (2,765 | ) | 282 |  |

2. | CASH AND CASH EQUIVALENTS

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

| Year ended 31 December 2024

| 31/12/24 |  | 1/1/24

£'000 | £'000 |

| Cash and cash equivalents | 793 |  | 1,708 |  |

| Year ended 31 December 2023

| 31/12/23 |  | 1/1/23

£'000 | £'000 |

| Cash and cash equivalents | 1,708 |  | - |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1/1/24 | Cash flow | At 31/12/24

£'000 | £'000 | £'000 |

| Net cash |

| Cash at bank | 1,708 |  | (915 | ) | 793 |  |

1,708 |  | (915 | ) | 793 |  |

| Debt

| Debts falling due after 1 year | (4,380 | ) | (828 | ) | (5,208 | ) |

(4,380 | ) | (828 | ) | (5,208 | ) |

| Total | (2,672 | ) | (1,743 | ) | (4,415 | ) |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Our Media Holdings LTD is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The financial statements are prepared in sterling, which is the presentational currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000..

| There have been no material departures from FRS 102.

| The principal accounting policies adapted are set out below.

| Going concern

| Although our subscription offers continued to attract and retain consumers and our news stand sales performed well against the market, the company saw a 12% decline in circulation revenues year on year. The production cost base has been adjusted to recognize the lower volumes sold and to mitigate the impact of the declining sales on EBITDA. Challenges in the advertising market saw print advertising revenues decline by 19% while digital advertising remained flat. Revenue from digital partnerships and digital media increased by 36%.

| The Directors have considered the impact of the current macroeconomic environment of increasing energy costs and rising inflation, exacerbated by international conflict. They have considered the impact of a potential reduction in revenues from customers rationalising their spending and potential increases from operating costs affected by energy costs, both directly to the Company and through higher costs in the supply chain.

| The Directors have made significant reductions to the cost base of the business during 2023, 2024 and 2025 through restructuring and efficiency improvements. Combined with the increasing revenues earned from digital media, these ongoing measures have resulted in the company trading to a positive adjusted EBITDA in the 12 months to January 2026 and gives assurance to the Directors that the company will deliver positive adjusted EBITDA in 2026.

| The Directors continue to monitor the local and global socioeconomic situation closely to develop strategies to mitigate the impact on the business as far as possible.

| Notwithstanding net current liabilities of £8,849,000 (2023: £11,007,000) including cash of £793,000 (2023: £1,708,000) as at 31 December 2024 and a loss for the year then ended of £488,000 (2023: £11,622,000), the financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.

| The Directors have prepared cash flow forecasts for the purpose of assessing going concern which indicate that the Company will have sufficient funds, through new financing provided on the 26 October 2023. On this date the company agreed the following financing with Immediate Media Company Limited:

| - |  | A Term loan facility up to £3.0m to the 31 December 2030 with the first capital repayments being |

|  | made in the year ending 31 December 2027 and interest, at 9.3% which is due at the end of each financial year but may be deferred until the final loan repayment. As at 31 January 2026 £2.7m had been drawn down. |

| - |  | A Revolving credit facility of £1.75m, of which £1.75m is drawn down at 31 January 2026; and |

| - |  | A deferred repayment of intergroup balances due to Vancouver Group of £3.6m as at July 2023. |

| This amount was fully repaid by 31 July 2024. |  |

| - |  | 12 month repayment terms on any amounts incurred since October 2023. |

| - |  | An additional loan funding agreement of up to £4.2m bearing interest at 10%, repayable on demand, was agreed in October 2025. |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

| Immediate Media Company Limited have confirmed it is their present intention to continue to support Our Media Holdings Limited and Our Media Limited through the existing finance facilities for a period of at least 12 months from approval of the financial statements for the year ended 31 December 2024. Whilst this letter of support is not legally binding it is an indication of the present intent of Immediate Media Company.

| When considering the above financing in place the Directors consider there are no significant working capital risks that are likely to require additional funding to this agreed financing arrangement.

| Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

| Basis of consolidation

| Our Media Holdings Limited has one subsidiary company which is consolidated using the acquisition method of accounting. Our Media Limited has a 100% owned subsidiary, Immediate Media North America Inc, which is not included in the consolidation on the basis that its inclusion is not material for the purpose of giving a true and fair view.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Turnover

| Our Media Holdings Limited is a non-trading holding company.

| In respect of Our Media Limited:

| Turnover represents income from circulation, advertising and subscription turnover generated from print magazines and digital publishing, and other income.

| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Circulation turnover is stated after the deduction of the sales value of actual and estimated returned goods.

| Turnover is recognised on the provision of the related goods or services, specifically:

| - |  | advertising and circulation revenue are recognised on the date of the sale of the related publication; |  |

| - |  | revenue from print and digital subscriptions is recognised over the period of the subscription; |  |

| - |  | other income is recognised on provision of service. The company considers the provision of these |  |

| services to be a core part of its ordinary activities and therefore has included this as part of its turnover. |  |

| Goodwill

| Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirers interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

| Other intangible assets

| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Estimated useful life

| All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

| The estimated useful lives range as follows:

| Goodwill |  | - Between 2 and 20 years |  |

| Goodwill on acquisition Our Media Limited |  | - 10 years |  |

| Other intangible |  | - Between 3 and 6 years |  |

| Software and development |  | - 3 years |  |

| Amortisation is charged to administrative expenses the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of intangible assets.

| 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 the 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. The company reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date.

| Research and development costs

| Software and development costs are recognised as an intangible asset when all of the following criteria are demonstrated:

| - |  | the technical feasibility of completing the software so that it will be available for use or sale; |  |

| - |  | the intention to complete the software and use or sell it; |  |

| - |  | the ability to use the software or to sell it; |  |

| - |  | how the software will generate probable future economic benefits; |  |

| - |  | the availability of adequate resources to complete the development and to use or sell the software; |  |

| - |  | the ability to measure reliably the expenditure attributable to the software during its development. |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Software and development costs which do not meet the above criteria are recognised in the Statement of Comprehensive Income as an expense as incurred.

| Tangible fixed assets

| Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

| The estimated useful lives range as follows:

| Long-term leasehold property |  | - Over the term of the lease |  |

| Plant and machinery |  | - 3 to 5 years |  |

| Fixtures and fittings |  | - 3 to 5 years |  |

| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and Loss account.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost less accumulated impairment.

| Stocks

| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

| At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Foreign currencies

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

| At each period end foreign currency monetary terms are translated using the 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 rate when fair value was determined.

| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

| Operating leases: the company as lessee

| Rentals paid under the operating leases are charged to the Profit and Loss account 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.

| Provisions for liabilities

| Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

| Provisions are charged as an expense to the Profit and Loss account in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Non-derivative financial instruments

| Non-derivative financial instruments comprise trade and other debtors, cash and cash equivalents and trade and other creditors.

| Debtors and creditors receivable / payable within one year |  |

|  | Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. |  |

| Cash and cash equivalents |  |

|  | Cash and cash equivalents in the balance sheet comprise cash at bank and in hand. For the purpose of the cash flow statement, cash and cash equivalents are net of bank overdrafts which are repayable on demand. |  |

| Employee benefits

| When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

| Holiday pay accrual

| A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Statement of Financial Position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Statement of Financial Position date.

| Significant accounting judgements and estimates

| Estimates and judgements are continually evaluated and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

| The preparation of the financial statements requires management to make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, be likely to differ from the related actual results. The estimates and assumptions that have significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below:

| Accruals - based against project budget |  |

| The financial statements include accruals based upon expectation from internal project budgets. There is a risk that accruals will not match the actual invoiced costs incurred.

3. | TURNOVER

| The turnover and loss before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by class of business is given below:

| 2024 |  | 2023

£'000 | £'000 |

| Goods | 27,430 |  | 4,517 |  |

| Services | 10,876 |  | 1,232 |  |

38,306 |  | 5,749 |  |

| The group's principal area of activity is the publication, promotion and sale of print magazines and digital publications through both circulation and subscriptions as well as occasional live events.

| All the material activities of the group are based in the UK and therefore no segmental analysis by geographic area has been provided.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

4. | EMPLOYEES AND DIRECTORS

| 2024 |  | 2023

£'000 | £'000 |

| Wages and salaries | 12,446 |  | 2,215 |  |

| Social security costs | 1,220 |  | 209 |  |

| Other pension costs | 518 |  | 89 |  |

14,184 |  | 2,513 |  |

| The average number of employees during the year was as follows:

| 2024 |  | 2023

| Sales | 55 |  | 62 |  |

| Production | 221 |  | 190 |  |

| Administration | 49 |  | 37 |  |

| Contract Publishing | 40 |  | 48 |  |

365 |  | 337 |  |

| 2024 |  | 2023

£ | £ |

| Directors' remuneration | 320,157 |  | 50,600 |  |

| Directors' pension contributions to money purchase schemes | 15,180 |  | 2,530 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 2 |  | 2 |  |

| Information regarding the highest paid director for the year ended 31 December 2024 is as follows:

| 2024 |

£ |  |

| Emoluments etc | 173,600 |  |

| Pension contributions to money purchase schemes | 8,680 |  |

| Three Directors received no remuneration in respect of their qualifying services as Directors of the Company. The Directors were remunerated by another group company during this time.

5. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

|  | 2024 |  |  | 2023 |  |

|  | £'000 |  |  | £'000 |  |

| Depreciation - owned assets |  | 171 |  |  | 26 |  |

| Goodwill amortisation |  | - |  |  | 58 |  |

| Software and Development amortisation |  | 332 |  |  | 41 |  |

| Land and buildings operating lease rentals |  | 747 |  |  | 119 |  |

| Operating lease costs |  | 10 |  |  | 2 |  |

| Restructuring costs |  | 529 |  |  | 6 |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

6. | AUDITORS' REMUNERATION

|  | 2024 |  | 2023 |  |

| Fees payable to the company's auditor and associates |  |  | £'000 |  | £'000 |  |

| For audit services |  |

| Audit of the financial statements of the group and company |  |  | 3 |  | 3 |  |

| Audit of the financial statements of the company's subsidiary |  |  | 34 |  | 18 |  |

| For other services |  |

| Tax services |  |  | 1 |  | 1 |  |

| Other services |  |  | 1 |  | 1 |  |

7. | EXCEPTIONAL ITEMS

| 2024 |  | 2023

£'000 | £'000 |

| Exceptional item | - |  | (11,177 | ) |

| The above exceptional item was in respect of the amortisation of goodwill on acquisition of the company's subsidiary company, Our Media Limited.

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

£'000 | £'000 |

| Other loan interest | 228 |  | - |  |

| Loan interest | 35 |  | 31 |  |

263 |  | 31 |  |

9. | TAXATION

| Analysis of the tax charge

| The tax charge on the loss for the year was as follows:

| 2024 |  | 2023

£'000 | £'000 |

| Current tax:

| UK corporation tax | 7 |  | - |  |

| Tax on loss | 7 |  | - |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

9. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2024 |  | 2023

£'000 | £'000 |

| Loss before tax | (481 | ) | (11,622 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) | (120 | ) | (2,208 | ) |

| Effects of:

| Unrecognised deferred tax | - |  | 85 |  |

| Exceptional item - Amortisation of goodwill Our Media Limited | - |  | 2,123 |  |

| Unutilised tax losses | 120 |  | - |  |

| Tax adjustment in respect of prior year | 7 |  | - |  |

| Total tax charge | 7 |  | - |  |

10. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

11. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill |

| Software |  | - Our |

| and |  | Media |

| Goodwill |  | Development |  | acquisition |  | Totals

£'000 | £'000 | £'000 | £'000 |

| COST

| At 1 January 2024 | 58 |  | 799 |  | 11,912 |  | 12,769 |  |

| Additions | - |  | 265 |  | - |  | 265 |  |

| Disposals | - |  | (1 | ) | - |  | (1 | ) |

| At 31 December 2024 | 58 |  | 1,063 |  | 11,912 |  | 13,033 |  |

| AMORTISATION

| At 1 January 2024 | 58 |  | 41 |  | 11,177 |  | 11,276 |  |

| Amortisation for year | - |  | 332 |  | - |  | 332 |  |

| Eliminated on disposal | - |  | (1 | ) | - |  | (1 | ) |

| At 31 December 2024 | 58 |  | 372 |  | 11,177 |  | 11,607 |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  | 691 |  | 735 |  | 1,426 |  |

| At 31 December 2023 | - |  | 758 |  | 735 |  | 1,493 |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

12. | TANGIBLE FIXED ASSETS

| Group

| Long-term |  | Fixtures |

| leasehold |  | Plant and |  | and |

| property |  | machinery |  | Fittings |  | Totals

£'000 | £'000 | £'000 | £'000 |

| COST

| At 1 January 2024 | 33 |  | 229 |  | 49 |  | 311 |  |

| Additions | 73 |  | 62 |  | 1 |  | 136 |  |

| Disposals | (17 | ) | (51 | ) | (4 | ) | (72 | ) |

| At 31 December 2024 | 89 |  | 240 |  | 46 |  | 375 |  |

| DEPRECIATION

| At 1 January 2024 | 7 |  | 16 |  | 3 |  | 26 |  |

| Charge for year | 15 |  | 137 |  | 19 |  | 171 |  |

| Eliminated on disposal | (1 | ) | (51 | ) | (4 | ) | (56 | ) |

| At 31 December 2024 | 21 |  | 102 |  | 18 |  | 141 |  |

| NET BOOK VALUE

| At 31 December 2024 | 68 |  | 138 |  | 28 |  | 234 |  |

| At 31 December 2023 | 26 |  | 213 |  | 46 |  | 285 |  |

13. | FIXED ASSET INVESTMENTS

| Group

| Shares in

| group

| undertakings

£'000 |

| COST

| At 1 January 2024

| and 31 December 2024 | 3 |  |

| NET BOOK VALUE

| At 31 December 2024 | 3 |  |

| At 31 December 2023 | 3 |  |

| Company

| Shares in

| group

| undertakings

£'000 |

| COST

| At 1 January 2024

| and 31 December 2024 | 735 |  |

| NET BOOK VALUE

| At 31 December 2024 | 735 |  |

| At 31 December 2023 | 735 |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

13. | FIXED ASSET INVESTMENTS - continued

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Our Media Limited

| Registered office: Eagle House, Colston Avenue, Bristol, BS1 4ST

| Nature of business: Media publishing

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Our Media Limited has been included within the consolidated financial statements.

| Immediate Media North America Inc (Delaware USA)

| Registered office: Vineyard House, 44 Brook Green, Hammersmith, London, W6 7BT

| Nature of business: Management Services

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| This investment has not been consolidated due to the immaterial amounts involved.

| Immediate Media North America Inc is a 100% owned subsidiary of Our Media Limited.

14. | STOCKS

| Group |

2024 | 2023 |

£'000 | £'000 |

| Raw materials and consumables | 243 |  | 312 |  |

| Work-in-progress | 870 |  | 485 |  |

1,113 |  | 797 |  |

| The difference between purchase price or production cost of stocks and their replacement cost is not material.

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |

2024 | 2023 |

£'000 | £'000 |

| Trade debtors | 2,331 |  | 2,017 |  |

| Withholding tax | 10 |  | 1 |  |

| Other debtors | 890 |  | 850 |  |

| Tax | 129 |  | - |  |

| VAT | 89 |  | 24 |  |

| Accrued income | 121 |  | 677 |  |

| Prepayments | 540 |  | 262 |  |

4,110 |  | 3,831 |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£'000 | £'000 | £'000 | £'000 |

| Trade creditors | 4,037 |  | 5,214 |  | - |  | - |  |

| Amounts owed to group undertakings | 112 |  | 112 |  | 92 |  | 37 |  |

| Social security and other taxes | 302 |  | 336 |  | - |  | - |  |

| Other creditors | 182 |  | 202 |  | - |  | - |  |

| Directors' loan account | - |  | 23 |  | - |  | 23 |  |

| Deferred income | 5,958 |  | 7,058 |  | - |  | - |  |

| Accrued expenses | 4,274 |  | 4,398 |  | 24 |  | 17 |  |

14,865 |  | 17,343 |  | 116 |  | 77 |  |

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£'000 | £'000 | £'000 | £'000 |

| Other loans (see note 18) | 4,718 |  | 2,190 |  | 490 |  | 490 |  |

18. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£'000 | £'000 | £'000 | £'000 |

| Amounts falling due between two and five | years: |

| Other loans - 2-5 years | 4,718 |  | 2,190 |  | 490 |  | 490 |  |

19. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Non-cancellable operating | leases |

2024 | 2023 |

£'000 | £'000 |

| Within one year | 702 |  | 702 |  |

| Between one and five years | 2,772 |  | 2,807 |  |

| In more than five years | 130 |  | 652 |  |

3,604 |  | 4,161 |  |

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

20. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2024 | 2023 |

£'000 | £'000 |

| Other Secured loans | 4,490 |  | 2,190 |  |

| At 31 December 2024 the group had the following secured loans:

| Our Media Limited

| The other loan is made up of two separate products. The first is in respect of a term loan facility agreement of up to £3.0m at fixed utilisation dates, with the first capital repayment falling due on 31 December 2027 and interest at 9.3% which is due at the end of each financial year but may be deferred until the final loan repayment.

| The second product is in respect of a revolving credit facility agreement of £1.75m which was advanced during the year. The first capital repayment was paid on 31 December 2024 and any outstanding balances must be repaid in full by 31 December 2030. Interest is charged at 9.3% per annum which is due at the end of each financial year. Any interest amounts due but unpaid will accrue interest at a higher rate of 13.3% until the date of payment.

| Both of the above products are secured by way of first legal mortgage and a fixed and floating charge over the company assets. Additional security is provided by a composite debenture dated 27 October 2023 as granted by the Corporate Obligors in favour of the lender as security as granted by the Management Share Chargors and the parent entity, Our Media Holdings Limited, as corporate guarantor.

| On 24 October 2025 the Company agreed an additional financing facility with Vancouver Group which provided a facility of £4.2m repayable on demand. This included transferring existing invoices due to Immediate Media Ltd into the facility. New security is being offered in the form of an assignment of certain specified trademarks and other intellectual property to Vancouver Group. The security was registered on 24 October 2025 by way of a fixed charge against all rights, title and interest, both present and future in the intellectual property of the company. On 1 February 2026 the balance due on the additional facility was £2.98m.

| Our Media Holdings Limited

| A loan of £490,000 is in respect of a facility agreement dated 27 October 2023 (original agreement dated 1 June 2021) between the parent company, Our Media Holdings Ltd, and a related party in respect of a share purchase agreement relating to the sale of shares. The final repayment date on the loan is 1 June 2027 and interest is charged at 2% over base rate. Security comprises a composite debenture granted by the Corporate Obligors in favour of the lender as a fixed and floating charge security for all liabilities.

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £'000 | £'000 |

| 735,000 | Ordinary | 0.001 | 1 |  | 1 |  |

| Each class of share, having attached to them the rights contained in the Articles of Association and are governed by prevailing legislation. The holders of ordinary shares are entitled to one vote per share at the meetings of the company.

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

22. | RESERVES

| Group

| Retained |  | Share |

| earnings |  | premium |  | Totals

£'000 | £'000 | £'000 |

| At 1 January 2024 | (11,661 | ) | 244 |  | (11,417 | ) |

| Deficit for the year | (488 | ) | (488 | ) |

| At 31 December 2024 | (12,149 | ) | 244 |  | (11,905 | ) |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£'000 | £'000 | £'000 |

| At 1 January 2024 | (77 | ) | 244 |  | 167 |  |

| Deficit for the year | (39 | ) | (39 | ) |

| At 31 December 2024 | (116 | ) | 244 |  | 128 |  |

23. | PENSION COMMITMENTS

| The group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the group. Pension costs charged to the profit and loss account represent the contributions payable by Our Media Limited during the period and amounted to £518,000 (2023: £88,000). As at 31 December 2024 there were outstanding contributions due of £91,000 (2023: £96,000).

24. | CONTINGENT LIABILITIES

| There is a cross guarantee debenture between Our Media Holdings Limited and Our Media Limited in respect of the fiur secured loans outlined within the Secured debts note (see note 19).

OUR MEDIA HOLDINGS LTD (REGISTERED NUMBER: 13127033)

Notes to the Consolidated Financial Statements - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

25. | RELATED PARTY DISCLOSURES

| During the year the company entered into transactions, in the ordinary course of business, with its related parties. Transactions entered into, and balances outstanding at 31 December, are as follows:

|  | Nature of transaction |  | 2024 |  | 2023 |  |

|  | £ |  | £ |  |

| Entities with significant influence over the company |  | Sales |  | - |  | 4,187,000 |  |

|  | Expenditure |  | - |  | 140,000 |  |

| Other related parties |  | Expenditure |  | 1,293,000 |  | 345,000 |  |

| Entities that provide key management personnel services to the entity |  | Emoluments |  | - |  | 1,091,000 |  |

| Amounts due (to)/from related parties at 31 December were as follows:

|  | 2024 |  | 2023 |  |

|  | £ |  | £ |  |

| Entities with significant influence over the company |  |  | - |  | - |  |

| Other related parties |  | Creditor |  | (639,000 | ) | (262,000 | ) |

| Entities that provide key management personnel services to the entity |  |  | - |  | - |  |

| Related party transactions reported in the prior year ceased to be considered as related party transactions in 2024 following the change in ownership of the company in late 2023.

| During the year, total compensation paid to key management personnel was £1,067,000.

26. | POST BALANCE SHEET EVENTS

| On 24 October 2025 the Company agreed an additional financing facility with Vancouver Group which provided a facility of £4.2m repayable on demand. This included transferring existing invoices due to Immediate Media Limited into the facility. New security being offered in the form of an assignment of certain specified trademarks and other intellectual property to Vancouver Group. On 1 February 2026 the balance due on the additional facility was £2.98m.

27. | ULTIMATE CONTROLLING PARTY

| Our Media Holdings Limited is owned by members of the Our Media Limited Key Management Team, of which Andrew Marshall and Donald Millar each hold 32.42% of the company's issued shares.