Company registration number 02387149 (England and Wales)
KELSEY PUBLISHING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
KELSEY PUBLISHING LIMITED
COMPANY INFORMATION
Director
S Wright
Company number
02387149
Registered office
The Granary
Yalding Hill
Yalding
Maidstone
UK
ME18 6AL
Auditor
Bright Grahame Murray
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
KELSEY PUBLISHING LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 29
KELSEY PUBLISHING LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
- 1 -
The director presents the strategic report for the period ended 31 January 2026.
Fair review of the business
Kelsey Publishing Limited is a media company, providing content and entertainment to audiences throughout print, online, video and live events.
| | | Period ended 31 January 2026 | | | | |
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* Earnings before Interest, Tax, Depreciation, Amortisation and Redundancy costs.
The current period covers 15 months following the change in accounting reference date, whereas the comparative period covers 12 months; consequently, the figures and margins should be considered in that context. Additionally, an increase in trade is noted in the current year following the acquisition of the Mortons Media Group Ltd trade and assets in March 2025.
Non financial KPIs
The business continues to invest in future capabilities and using data to gain greater insight to improve operational efficiency and customer experience. The company makes a conscious effort to develop and grow effective, diverse teams to foster innovation and maintain sustainable growth. The business develops a collaborative culture and invests in talented employees, so they continue to thrive in the face of a changing business environment.
Principal risks and uncertainties
Debtor risk
The company’s main debtor is its magazine distributor, and this is considered low risk due to its financial strength. Debt risk with advertisers is spread widely, with the ten largest debtors representing 63% of total advertiser debt.
Cash Flow and Borrowings
Period ended 31 January 2026 cash totalled £1.75m (2024: £2.1m) and borrowings totalled £2.91m (2024: £1.11m). During the period the business secured additional financing in order to finance the acquisition of Mortons Media Group.
S Wright
Director
20 October 2026
KELSEY PUBLISHING LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
- 2 -
The director presents his annual report and financial statements for the period ended 31 January 2026.
Principal activities
The principal activity of the company through the period under review was that of magazine publishing. The future developments of the company are discussed in the Strategic Report.
Results and dividends
The results for the period are set out on page 7.
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Director
The director who held office during the period and up to the date of signature of the financial statements was as follows:
K McCormick
(Resigned 8 November 2024)
P Weeden
(Resigned 11 November 2024)
S Wright
Financial risk management policies
Liquidity risk
The company seeks to manage financial risk by ensuring sufficient working capital is available to meet its foreseeable needs.
The company policy during the period was unchanged to hold cash balances in readily accessible treasury deposits.
Interest rate risk
The company has borrowings and is therefore susceptible to interest rate fluctuations. Borrowing costs have been increasing. However, aside from the property loan, the business mitigates interest rate risks by funding 50% of any acquisition from internal reserves, by repaying acquisition loans over three years, and, by targeting a high cash return on investment with its acquisitions.
Foreign currency risk
The company does not hedge its foreign currency business as the risk is relatively small
Credit risk
The company’s principal assets are cash deposits and trade debtors. The credit risk associated with cash deposits is limited as the accounts are held with a major UK high street bank only. The principal credit risk arises therefore from trade debtors.
Post reporting date events
Since the period end, the company completed the acquisition of the Cycling Plus, MBUK and BikeRadar titles (the “Cycling Portfolio”) from Our Media on 17 July 2026, comprising the titles, subscriber base and associated trade. This acquisition continues to build the company's portfolio of specialist magazine and event brands and brings further well-established titles and subscribers into the business.
Auditor
Bright Grahame Murray were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
KELSEY PUBLISHING LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 3 -
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
The director is 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. He is 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of disclosure to auditor
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.
On behalf of the board
S Wright
Director
20 October 2026
KELSEY PUBLISHING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF KELSEY PUBLISHING LIMITED
- 4 -
Opinion
We have audited the financial statements of Kelsey Publishing Limited (the 'company') for the period ended 31 January 2026 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 January 2026 and of its loss for the period 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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 director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
KELSEY PUBLISHING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF KELSEY PUBLISHING LIMITED
- 5 -
Matters on which we are required to report by exception
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 director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's 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 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.
We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act 2006, tax legislation, employment legislation, health and safety, licensing regulations.
We enquired of the director, reviewed correspondence with HMRC and reviewed director meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the director has in place to ensure compliance.
We gained an understanding of the controls that the director has in place to prevent and detect fraud. We enquired of the director about any incidences of fraud that had taken place during the accounting period.
The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition, related parties outside normal course of business, management override, misappropriation of cash and other assets, onerous lease provisions and compliance with debt covenants.
We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
We enquired of the director about actual and potential litigation and claims.
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
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.
KELSEY PUBLISHING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF KELSEY PUBLISHING LIMITED
- 6 -
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Paul Davis (Senior Statutory Auditor)
For and on behalf of Bright Grahame Murray
Chartered Accountants
Statutory Auditor
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
26 October 2026
KELSEY PUBLISHING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JANUARY 2026
- 7 -
Period ended
Year ended
31 January
31 October
2026
2024
Notes
£
£
Turnover
3
46,009,021
29,988,700
Cost of sales
(34,415,712)
(22,825,861)
Gross profit
11,593,309
7,162,839
Administrative expenses
(11,421,053)
(5,918,787)
Other operating income
72,834
60,103
Operating profit
4
245,090
1,304,155
Attributable to:
Operating profit before amortisation
2,879,574
2,884,206
Amortisation
(2,634,484)
(1,580,051)
245,090
1,304,155
Interest receivable and similar income
8,543
10,055
Interest payable and similar expenses
7
(362,682)
(131,365)
Waiver of amounts due from group companies
(123,430)
(Loss)/profit before taxation
(232,479)
1,182,845
Tax on (loss)/profit
9
(177,047)
(439,585)
(Loss)/profit for the financial period
(409,526)
743,260
The profit and loss account has been prepared on the basis that all operations are continuing operations.
EBITDA
3,193,444
3,162,949
EBITDAR*
3,631,840
3,252,768
* Earnings before Interest, Tax, Depreciation, Amortisation and Redundancy costs.
KELSEY PUBLISHING LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2026
31 January 2026
- 8 -
2026
2024
Notes
£
£
£
£
Fixed assets
Negative goodwill
11
(3,339,075)
Other intangible assets
11
19,552,652
6,788,729
Total intangible assets
16,213,577
6,788,729
Tangible assets
12
1,443,063
1,556,605
Investments
13
41,315
41,315
17,697,955
8,386,649
Current assets
Stocks
16
251,793
153,822
Debtors
17
3,460,532
3,213,278
Cash at bank and in hand
1,752,639
2,109,656
5,464,964
5,476,756
Creditors: amounts falling due within one year
18
(14,732,327)
(9,739,132)
Net current liabilities
(9,267,363)
(4,262,376)
Total assets less current liabilities
8,430,592
4,124,273
Creditors: amounts falling due after more than one year
20
(2,813,058)
(725,471)
Provisions for liabilities
Deferred tax liability
21
2,649,531
21,273
(2,649,531)
(21,273)
Net assets
2,968,003
3,377,529
Capital and reserves
Called up share capital
23
238,662
238,662
Share premium account
24
10,725
10,725
Capital redemption reserve
24
4,238
4,238
Profit and loss reserves
24
2,714,378
3,123,904
Total equity
2,968,003
3,377,529
The financial statements were approved by the board of directors and authorised for issue on 20 October 2026 and are signed on its behalf by:
S Wright
Director
Company Registration No. 02387149
KELSEY PUBLISHING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2026
- 9 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 November 2023
238,662
10,725
4,238
3,220,322
3,473,947
Year ended 31 October 2024:
Profit and total comprehensive income
-
-
-
743,260
743,260
Dividends
10
-
-
-
(839,678)
(839,678)
Balance at 31 October 2024
238,662
10,725
4,238
3,123,904
3,377,529
Period ended 31 January 2026:
Loss and total comprehensive income
-
-
-
(409,526)
(409,526)
Balance at 31 January 2026
238,662
10,725
4,238
2,714,378
2,968,003
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
- 10 -
1
Accounting policies
Company information
Kelsey Publishing Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Granary, Yalding Hill, Yalding, Maidstone, UK, ME18 6AL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Kelsey Media Limited. These consolidated financial statements are available from its registered office, The Granary, Yalding Hill, Maidstone, ME18 6AL.
1.2
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Reporting period
The financial statements are prepared for the 15‑month period from 1 November 2024 to 31 January 2026, following a change in the Company’s accounting reference date from 31 October to 31 January. The comparative figures are for the year ended 31 October 2024 and, as a result, are not directly comparable with the current period figures.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 11 -
1.4
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover from the sale of goods and services is recognised when the significant risks and rewards of ownership of the goods supplied has passed to the customer and on delivery of services.
Turnover is recognised when the company has no further control of the goods; the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the company and all costs incurred in respect of the revenue can be measured reliably.
Turnover represents amounts invoiced to or receivable from customers for newsstand sales; event and tour revenue; advertising services, magazine subscriptions and back issues in both print and digital format; book and bookazine sales; merchandise related to events and publishing titles and licensing and royalty income.
Newsstand, advertising and subscription revenue is included in the Statement of comprehensive income on the date the magazine goes on-sale (the publication date). Subscription income is allocated equally over the issues covered by the subscription and recognised as turnover when each issue reaches its publication date. Income received in respect of issues not yet published is included within accruals and deferred income.
Turnover from events is included in the Statement of comprehensive income once an event has taken place. Advance cash receipts for events that have not occurred at the period end are included in accruals and deferred income.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is five to ten years depending on the title.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 12 -
Publishing titles
Publishing titles included in intangible assets comprise the historic cost of publishing rights for magazines acquired.
Website development costs and software
When the company's websites are expected to generate future revenues in excess of the costs of developing those websites and all other capitalisation criteria are met, expenditure on the functionality of the website is capitalised and treated as an intangible fixed asset. Expenditure incurred on maintaining websites and expenditure incurred on developing websites used only for advertising and promotional purposes are written off as incurred. Development costs that are capitalised in accordance with the requirements of FRS 102 are not treated, for dividend purposes, as a realised loss.
Intangible software costs represent historical cost, less accumulated amortisation and any accumulated impairment losses of operating systems continuously used within the business. Costs include right of use licences, installation and the configuration necessary for the systems to be capable of operating in the manner intended by management.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:
Software and website costs
33% straight line
Publication titles
10% to 20% straight line dependent on title
Events
10% straight line
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:
Land and buildings
Land is not depreciated. Buildings are depreciated over their useful economic life
Plant and machinery
15% p.a. on a straight line basis
Fixtures and fittings
15% p.a. on a straight line basis
Computer equipment
33% p.a. on a straight line basis
Motor vehicles
25% p.a. on a straight line basis
Other fixed assets
Range 15% to 20% p.a. on a straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is credited or charged to profit or loss.
1.8
Fixed asset investments
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.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 13 -
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.
1.9
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis, from work undertaken on un-published magazines and books and for events that have not occurred at the reporting date. The carrying amount of stock sold and work in progress attributable is recognised as an expense in the period in which the related revenue is recognised. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.11
Cash and cash equivalents
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.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 14 -
1.12
Financial instruments
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
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
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.
Impairment of financial assets
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.
Derecognition of financial assets
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.
Classification of financial liabilities
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.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 15 -
Basic financial 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 obligated 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.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
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.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the period. 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
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.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 16 -
1.15
Employee benefits
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.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
The company has sub-let space in buildings in occupation under an operating lease. The sub-leases are treated as an operating lease. Their annual rentals are credited to the Statement of Comprehensive Income on a straight-line basis over the term of the lease. Incentive payments to new tenants to occupy the sub-let space are treated as a reduction in revenue and initially recorded as prepayments. The payments are charged to profit or loss over the term of the lease.
1.18
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.19
A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the Balance Sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Balance Sheet date.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 17 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
In preparing these financial statements, the director has made the following judgements :
Determine whether there are indicators of impairment of the company's tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset, and where it is a component of a larger cash-generating unit, the viability of that unit. In order to assess viability and expected future performance, the director refers to future operating budgets for each cash-generating unit. The budgets take into account current and expected trends in readership numbers and revenues, advertising yields and revenue and event attendances along with expected changes to the significant production costs such as print, paper, postage and content costs and venue hire costs. The future cash flows of the cash-generating units are discounted at the company's weighted average cost of capital and compared to the net book value of each unit when assessing whether impairment is necessary.
Estimates of newsstand revenue from magazines that are not yet closed for returns are included in turnover. The estimates are based on historical experience, any other information considered relevant and, where available, current information from retailer EPOS reports. Actual results may differ from estimates made and where they do, revisions are recognised in the period in which the estimate is revised.
Reviewed activities to ensure that the business continues to comply with all relevant laws and regulations, including UK and overseas taxes. The recognition of a provision of disclosure of a contingent liability required judgement, which is made in accordance with FRS102. None were identified during the period.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty
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.
Determining the useful economic life of fixed assets
Tangible assets are depreciated over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation and product life cycles.
Establishing recoverable values of impaired assets
Loans, receivables, tangible and intangible fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If an asset's recoverable amount is less than the asset's carrying amount, an impairment loss is recognised. Loans and receivables are evaluated based on collectability. Changes in estimates could impact recoverable values of the assets.
Determining the useful economic life of intangible assets
Intangible assets such as publishing titles are amortised over their estimated useful economic lives. The determination of those useful lives requires management to make estimates regarding the period over which the titles are expected to generate future economic benefits. In assessing useful lives, management considers factors including the historical performance of each title, trends in circulation and readership, advertising revenues, subscription levels, market position, brand strength and the expected long-term viability of the publication. Changes in consumer preferences, technological developments and the competitive publishing environment may result in actual economic lives differing from those estimated. Accordingly, changes in the assumptions used could result in a material adjustment to the carrying value of publishing titles and the related amortisation charge in future periods.
3
Turnover and other revenue
2026
2024
£
£
Other revenue
Royalty income
24,158
21,997
Dividends received
8,543
10,055
A segmental analysis of turnover by class and/or by geographical area is not presented, as it would be prejudicial to the commercial interests of the business.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 19 -
4
Operating profit
2026
2024
Operating profit for the period is stated after charging/(crediting):
£
£
Exchange losses
19,279
14,958
Fees payable to the company's auditor for the audit of the company's financial statements
59,500
25,000
Depreciation of tangible fixed assets
313,870
278,743
Profit on disposal of tangible fixed assets
(52,545)
-
Amortisation of intangible assets
2,940,034
1,580,051
Release of negative goodwill
(305,550)
-
Profit on disposal of intangible assets
(64,275)
(182,444)
Operating lease charges
204,664
58,615
5
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2026
2024
Number
Number
Management
15
18
Sales
53
31
Administration
31
17
Production
98
68
Total
197
134
Their aggregate remuneration comprised:
2026
2024
£
£
Wages and salaries
8,518,824
5,388,821
Social security costs
1,001,425
574,786
Pension costs
598,136
361,308
10,118,385
6,324,915
6
Director's remuneration
2026
2024
£
£
Remuneration for qualifying services
140,402
515,255
Company pension contributions to defined contribution schemes
1,364
63,100
141,766
578,355
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
6
Director's remuneration
(Continued)
- 20 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2026
2024
£
£
Remuneration for qualifying services
n/a
257,581
As total directors' remuneration was less than £200,000 in the current period, no disclosure is provided for that period.
7
Interest payable and similar expenses
2026
2024
£
£
Interest on bank overdrafts and loans
333,500
125,857
Interest on finance leases and hire purchase contracts
9,396
5,508
Other interest
19,786
362,682
131,365
8
Auditor's remuneration
2026
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
59,500
25,000
Taxation services
10,000
10,000
69,500
35,000
9
Taxation
2026
2024
£
£
Current tax
UK corporation tax on profits for the current period
498,021
586,587
Adjustments in respect of prior periods
(121,198)
Total current tax
376,823
586,587
Deferred tax
Origination and reversal of timing differences
(551,117)
(147,002)
Adjustment in respect of prior periods
351,341
Total deferred tax
(199,776)
(147,002)
Total tax charge
177,047
439,585
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
9
Taxation
(Continued)
- 21 -
The actual charge for the period can be reconciled to the expected (credit)/charge for the period based on the profit or loss and the standard rate of tax as follows:
2026
2024
£
£
(Loss)/profit before taxation
(232,479)
1,182,845
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(58,120)
295,711
Effects of:
Expenses that are not deductible in determining taxable profit
42,529
Income not taxable in determining taxable profit
(6,083)
Tax under/(over) provided in prior years
(121,198)
Deferred tax adjustments in respect of prior years
351,341
Dividend income
(2,136)
Fixed asset differences
(264,877)
143,874
Adjustments to brought forward values
24,975
Effect of Mortons acquisition fair value adjustments
210,616
Taxation charge in the financial statements
177,047
439,585
10
Dividends
2026
2024
2026
2024
Per share
Per share
Total
Total
£
£
£
£
Ordinary shares
Final paid
3.50
839,678
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 22 -
11
Intangible fixed assets
Negative goodwill
Software and website costs
Publication titles
Events
Total
£
£
£
£
£
Cost
At 1 November 2024
1,752,375
21,508,290
1,812,014
25,072,679
Additions - separately acquired
71,284
228,059
77,098
376,441
Additions - business combinations
(3,644,625)
86,381
11,734,843
3,596,709
11,773,308
Disposals
(175,000)
-
(175,000)
At 31 January 2026
(3,644,625)
1,910,040
33,296,192
5,485,821
37,047,428
Amortisation and impairment
At 1 November 2024
1,673,451
14,994,099
1,616,400
18,283,950
Amortisation charged for the period
(305,550)
126,654
2,455,543
357,837
2,634,484
Disposals
(84,583)
-
(84,583)
At 31 January 2026
(305,550)
1,800,105
17,365,059
1,974,237
20,833,851
Carrying amount
At 31 January 2026
(3,339,075)
109,935
15,931,133
3,511,584
16,213,577
At 31 October 2024
78,924
6,514,191
195,614
6,788,729
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 23 -
12
Tangible fixed assets
Land and buildings
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Other fixed assets
Total
£
£
£
£
£
£
£
Cost
At 1 November 2024
1,113,063
348,326
399,877
1,016,083
860,120
428,151
4,165,620
Additions
6,827
27,793
34,642
38,450
1,270
108,982
Business combinations
2,197
4,027
83,225
2,951
37,340
129,740
Disposals
(216,854)
(216,854)
At 31 January 2026
1,113,063
357,350
431,697
1,133,950
684,667
466,761
4,187,488
Depreciation and impairment
At 1 November 2024
339,990
316,266
991,139
569,158
392,462
2,609,015
Depreciation charged in the period
7,310
30,298
81,816
167,045
27,401
313,870
Eliminated in respect of disposals
(178,460)
(178,460)
At 31 January 2026
347,300
346,564
1,072,955
557,743
419,863
2,744,425
Carrying amount
At 31 January 2026
1,113,063
10,050
85,133
60,995
126,924
46,898
1,443,063
At 31 October 2024
1,113,063
8,336
83,611
24,944
290,962
35,689
1,556,605
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
12
Tangible fixed assets
(Continued)
- 24 -
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
2026
2024
£
£
Motor vehicles
102,682
69,991
13
Fixed asset investments
2026
2024
£
£
Unlisted investments
41,315
41,315
14
Subsidiaries
On 27 March 2025 the company acquired the entire issued share capital of IF Investments (Horncastle) Limited and Mortons Media Group Holdings Limited, and their trading subsidiary Mortons Media Group Limited for £6,600,000 and associated acquisition costs of £171,000. Upon purchase, the trade and assets of the trading subsidiary Mortons Media Group Limited were hived up into the company. For more information, see note 25.
Details of the company's subsidiaries at 31 January 2026 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Toffee Publications Limited
The Granary Yalding Hill, Yalding, Maidstone, ME18 6AL
Ordinary
100.00
IF Investments (Horncastle) Limited
The Granary Yalding Hill, Yalding, Maidstone, ME18 6AL
Ordinary
100.00
Mortons Media Group Holdings Limited
The Granary Yalding Hill, Yalding, Maidstone, ME18 6AL
Ordinary
100.00
Mortons Media Group Limited
The Granary Yalding Hill, Yalding, Maidstone, ME18 6AL
Ordinary
100.00
Toffee Publications Limited was dissolved on 7 July 2026. This is a non-adjusting post balance sheet event and does not affect the financial position or results for the period ended 31 January 2026
15
Associates
Details of the company's associates at 31 January 2026 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Talk Media Ltd
124-128 City Road, London, United Kingdom, EC1V 2NX
A Ordinary
15.00
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 25 -
16
Stocks
2026
2024
£
£
Finished goods and goods for resale
251,793
153,822
The difference between purchase price or production cost of stocks and their replacement cost is not material.
17
Debtors
2026
2024
Amounts falling due within one year:
£
£
Trade debtors
2,846,266
2,346,574
Other debtors
77,513
205,047
Prepayments and accrued income
536,753
661,657
3,460,532
3,213,278
18
Creditors: amounts falling due within one year
2026
2024
Notes
£
£
Bank loans
19
1,142,988
409,169
Obligations under finance leases
61,981
146,222
Trade creditors
4,137,738
3,019,479
Corporation tax
553,397
829,610
Other taxation and social security
213,687
171,296
Deferred consideration
1,000,000
209,425
Other creditors
549,832
185,156
Accruals and deferred income
7,072,704
4,768,775
14,732,327
9,739,132
19
Loans and overdrafts
2026
2024
£
£
Bank loans
2,914,326
1,112,797
Payable within one year
1,142,988
409,169
Payable after one year
1,771,338
703,628
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
19
Loans and overdrafts
(Continued)
- 26 -
The bank loans balances comprise multiple loans, which are secured by floating charge over the assets of the company and those of the group headed by the company's parent company undertaking, Kelsey Media Limited.
Repayment dates vary from May 2026 to December 2036 with repayments made via equal monthly payments. The loans accrue interest at a variable rate equivalent to Base Rate plus 3.25%.
Arrangement fees are released to the Statement of Comprehensive Income over the life of the loan.
20
Creditors: amounts falling due after more than one year
2026
2024
Notes
£
£
Bank loans and overdrafts
19
1,771,338
703,628
Obligations under finance leases
41,720
21,843
Deferred consideration
1,000,000
2,813,058
725,471
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company:
Liabilities
Liabilities
2026
2024
Balances:
£
£
Fixed asset timing differences
2,036,040
(97,059)
Capital gains and losses
633,874
-
Retirement benefit obligations
-
(10,565)
Short term timing differences
(20,383)
128,897
2,649,531
21,273
2026
Movements in the period:
£
Liability at 1 November 2024
21,273
Credit to profit or loss
(199,776)
Other
2,828,034
Liability at 31 January 2026
2,649,531
The deferred tax liability set out above relates principally to intangible assets acquired on business combinations and will reverse as those assets are amortised.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 27 -
22
Retirement benefit schemes
2026
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
598,136
361,308
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.
23
Share capital
2026
2024
2026
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
238,662
238,662
238,662
238,662
24
Reserves
Share premium
The share premium account included the premium on issue of equity shares, net of any issue costs.
Capital redemption reserve
The capital redemption reserve contains the nominal value of own shares that have been acquired by the group and cancelled.
Profit and loss reserves
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
- 28 -
25
Acquisition
On 27 March 2025 the company acquired the entire issued share capital of IF Investments (Horncastle) Limited and Mortons Media Group Holdings Limited, and their trading subsidiary Mortons Media Group Limited for £6,600,000 and associated acquisition costs of £171,000. Upon purchase, the trade and assets of the trading subsidiary Mortons Media Group Limited were hived up into the company.
Fair Value
£
Intangible assets
15,277,256
Property, plant and equipment
215,971
Inventories
101,815
Trade and other receivables
1,202,533
Cash and cash equivalents
603,965
Trade and other payables
(4,037,423)
Tax liabilities
(120,458)
Deferred tax
(2,828,034)
Total identifiable net assets
10,415,625
Negative goodwill
(3,644,625)
Total consideration
6,771,000
Satisfied by:
£
Carrying value of investment in subsidiary undertakings released
6,771,000
The cost of the combination comprised the release of the carrying value of the company's investment in Mortons Media Group Holdings Limited and IF Investments (Horncastle) Limited, no cash or other consideration having been paid separately in respect of the transfer of trade and assets.
Included within creditors at 31 January 2026 is deferred consideration of £2,000,000 payable in connection with the acquisition of IF Investments (Horncastle) Limited and Mortons Media Group Holdings Limited. The deferred consideration is secured by a debenture granted in favour of the vendors incorporating fixed and floating charges over the assets and undertaking of the company.
26
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2026
2024
£
£
Within 1 year
199,675
26,397
Years 2-5
156,807
30,105
356,482
56,502
KELSEY PUBLISHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
26
Operating lease commitments
(Continued)
- 29 -
The company had lease payments of £204,664 recognised as an expense in the period.
27
Related party transactions
The company has taken advantage of the exemption conferred by Financial Reporting Standard 102 from the requirement to make disclosures concerning related parties within the group on the grounds that consolidated financial statements, in which Kelsey Publishing Limited figures are included, are publicly available.
There were no transactions requiring disclosure during the period.
28
Ultimate controlling party
The immediate and ultimate parent company is Kelsey Media Limited, a company incorporated in England. Kelsey Media Limited is the parent of the largest group for which the company is a member. Copies of the consolidated financial statements of Kelsey Media Limited are obtained from The Granary Yalding Hill, Yalding, Maidstone, England, ME18 6AL.
2026-01-312024-11-01falsefalsefalseCCH SoftwareCCH Accounts Production 2026.300Kevin McCormickPhilip WeedenStephen 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