Company registration number: 02224523
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors present this Strategic Report for Marcus Evans Conferences Ltd ("the company") and its subsidiary undertakings (together "the group") for the year ended 30 September 2023.
Principal activity
The company is the UK holding company of a group of companies that is part of an international network under common ownership, organising business summits and conferences and providing professional training, business intelligence and sports hospitality products.
The turnover during the year was £27.8m (2022: £22.7m) and the profit before taxation was £1.5m (2022: £5.5m) after recording a gain on dissolution or liquidation of subsidiaries of £1.1m (2022: £3.9m). The directors consider the group to be in a reasonable trading position at the reporting date.
The group company Event Services Holland Ltd dissolved on 4 October 2022. The net liability position at the time of dissolution was £1.1m (2022: £1.1m and £2.8m respectively for Magnus Language Training Ltd and ICM Conferences Ltd), leading to the gain of £1.1m (2022: £3.9m).
The directors consider the key performance indicators of the group to be the gross profit per event, the number of attendees or delegates per event and the number of events held.
Turnover has increased by 22.2% due to an increase in the number of attendees and delegates at events. It is expected that the group will be able to continue the current level of operations for the foreseeable future. The gross profit margin decreased from 42.0% in 2022 to 38.5% in 2023.
The directors consider that the number of attendees and delegates per event and number of events held is in line with the expectations of management.
The directors consider the key risks and uncertainties to be:
∙the decreasing demand for events held by the group as a result of a deterioration in market conditions and reductions in corporate spending; and
∙the ability to replace and create new events and continue to generate revenues and maintain margins.
The group is exposed to a variety of financial risks and has assessed the risks affecting the group as follows:
Credit risk: The group has exposure to credit risk in relation to its trade debtor and intercompany debtor balances. The risks are mitigated by credit checks on trade debtors, and financial support from the ultimate parent company and ultimate shareholder.
Interest rate risk: The group's interest bearing assets include only cash balances that earn interest based on prevailing bank rates.
Foreign exchange risk: The group is exposed to fluctuations in the exchange rates, principally the US Dollar and the Euro against Sterling. It is the group's policy not to take our instruments to hedge against exchange rate movements.
Liquidity risk: The group manages its cash and borrowing requirements centrally to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business. The group has available the financial support of its ultimate parent company and its ultimate shareholder.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The group provides many products that will assist an organisation in developing its strategies and enable growth. The aim to meet all client strategic business informational requirements through the delivery of premium products and services by way of a variety of media. We continue maintaining the highest standards of quality and service in research, technology and product development. In addition, an ongoing extensive analysis into our client's business needs and innovation is vital in order to provide the information required for the clients' future success.
A group company, Marcus Evans Holdings IOM Ltd continues to provide financial resources as may be required for this group to meet its financial commitments as they fall due.
A group company, Marcus Evans Holdings IOM Ltd continues to provide financial resources as may be required for this group to meet its financial commitments as they fall due.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors present their report and the financial statements for the year ended 30 September 2023.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to 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.
The profit for the year, after taxation, amounted to £1,547,146 (2022 - £5,460,615).
The company did not pay dividends during the current or prior year. The directors do not propose the payment of a final dividend.
The directors who served during the year were:
The financial statements have been prepared on a going concern basis.
The directors have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The group provides many products that will assist an organisation in developing its strategies and enable growth. The aim to meet all client strategic business informational requirements through the delivery of premium products and services by way of a variety of media. We continue maintaining the highest standards of quality and service in research, technology and product development. In addition, an ongoing extensive analysis into our client's business needs and innovation is vital in order to provide the information required for the clients' future success.
The group's policy is to consult and discuss with employees matters likely to affect employees' interests. Information on matters of concern to employees is given through regular company communication meetings, information memoranda and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Disabled employees
The group's policy is to give full and fair consideration to the recruitment of disabled persons having regard to their particular aptitudes and abilities. Appropriate training will be arranged for the disabled persons, including retraining for alternative work of employees who become disabled, to promote their career development within the organisation.
Matters covered in the Group Strategic Report
As permitted by Paragraph 1A of Schedule 7 to the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on pages 1 and 2. These matters relate to the business review, key performance indicators and principal risks and uncertainties.
On 1 October 2023, one of the group companies Marcus Evans (Scandinavia) Ltd (co number: 04010017) was sold at to Marcus Evans Holdings Ltd, Bermuda for £1. As at 30 September 2023 and 1 October 2023, the net liabilities were £1,627,738.
On 19 October 2023, one of the group companies ICM Conferences Espana Ltd (co number: 04102946) was sold to Marcus Evans Holdings Ltd, Bermuda for £1. As at 30 September 2023 and 19 October 2023, the net liabilities were £5,582,091.
On 19 October 2023, one of the group companies ICM Conferences Espana Ltd (co number: 04102946) was sold to Marcus Evans Holdings Ltd, Bermuda for £1. As at 30 September 2023 and 19 October 2023, the net liabilities were £5,582,091.
On 25 June 2024, one of the group companies Marcus Evans Events KL Ltd (co number: 12615416) was dissolved. As at 30 September 2023, the net assets were £100.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MARCUS EVANS CONFERENCES LIMITED
We have audited the financial statements of Marcus Evans Conferences Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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).
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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MARCUS EVANS CONFERENCES LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the 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 Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MARCUS EVANS CONFERENCES LIMITED (CONTINUED)
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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions;
°Related party transactions;
°Risk of fictitious employees; and
°Revenue recognition
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
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MARCUS EVANS CONFERENCES LIMITED (CONTINUED)
Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Magna House
18-32 London Road
TW18 4BP
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 34 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 34 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Marcus Evans Conferences Limited ("the company") is a private company limited by shares, registered in England and Wales. The address of its registered office and principal place of business is 20 Farringdon Street, 11th Floor, London, EC4A 4AB.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:
−No Statement of Cash Flows has been presented for the parent company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis, which assumes the group will continue to trade in operational existence for the foreseeable future.
Marcus Evans Holdings IOM Ltd has confirmed that currently, as a major creditor of the group, it will not demand repayment of the amounts outstanding until such a time that the group is able to make repayments without having a detrimental impact on the group. The period for not demanding payment is at least 12 months from the date of signing these financial statements.
Marcus Evans Holdings IOM Ltd has also confirmed that it will currently continue to provide financial resources as may be required for the group to meet its financial commitments as they fall due for at least twelve months from the date of approval of these financial statements.
At the time of approving the financial statements, the directors have reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and group also has group financial support available in case of financial difficulties. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Marcus Evans Holdings IOM Ltd has confirmed that currently, as a major creditor of the group, it will not demand repayment of the amounts outstanding until such a time that the group is able to make repayments without having a detrimental impact on the group. The period for not demanding payment is at least 12 months from the date of signing these financial statements.
Marcus Evans Holdings IOM Ltd has also confirmed that it will currently continue to provide financial resources as may be required for the group to meet its financial commitments as they fall due for at least twelve months from the date of approval of these financial statements.
At the time of approving the financial statements, the directors have reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and group also has group financial support available in case of financial difficulties. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Functional and presentation currency
Transactions and balances
Revenue is measured at the fair value of the consideration received or receivable and represents amounts for the provision of services in the normal course of business, net of discounts and other sales related taxes.
Revenue is recognised at the completion of the conference, until which point the amounts invoiced are recorded as deferred income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
Directly attributable event expenses are recognised in the year in which the event has been completed. Expenses that relate to an event taking place in a subsequent financial year but paid prior to the reporting date, are recorded as prepayments in the statement of financial position.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
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.
Depreciation is provided on the following basis:
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 profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
At each reporting date, the group reviews the carrying value of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.
The recoverable amount of an asset is the higher of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset. The present value calculation involves estimating the future cash inflows and outflows to be derived from continuing use of the asset, and from its ultimate disposal, applying an appropriate discount rate to those future cash flows.
Where the recoverable amount of an asset is less than the carrying amount an impairment loss is recognised immediately in profit or loss. An impairment loss recognised for all assets is reversed in a subsequent year if, and only if, the reasons for the impairment loss have ceased to apply.
The recoverable amount of an asset is the higher of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset. The present value calculation involves estimating the future cash inflows and outflows to be derived from continuing use of the asset, and from its ultimate disposal, applying an appropriate discount rate to those future cash flows.
Where the recoverable amount of an asset is less than the carrying amount an impairment loss is recognised immediately in profit or loss. An impairment loss recognised for all assets is reversed in a subsequent year if, and only if, the reasons for the impairment loss have ceased to apply.
The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. The group has chosen to apply the measurement and recognition provisions of Section 11 Basic Financial Instruments and Section 12 Other Financial Instrument Issues in full.
Equity dividends are recognised as a liability in the period in which they are approved by shareholders. Dividends are recognised in the statement of changes in equity.
Short-term benefits
Short-term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an
expense in the period in which the service is received. An accrual is provided for short-term compensated absences where entitlement has accumulated, but has not been taken, at the reporting date.
Defined contribution pension scheme
Obligations for contributions to the defined contribution pension scheme are charged to the Statement of Comprehensive Income in the period to which the contributions relate.
Short-term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an
expense in the period in which the service is received. An accrual is provided for short-term compensated absences where entitlement has accumulated, but has not been taken, at the reporting date.
Defined contribution pension scheme
Obligations for contributions to the defined contribution pension scheme are charged to the Statement of Comprehensive Income in the period to which the contributions relate.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The gain on liquidation or dissolution of subsidiaries of £1,111,075 (2022: £3,861,431), is equal to the net liability positions at the point of liquidation or dissolution. Within the net liability positions were intercompany liabilities due to the Group's ultimate parent undertaking totalling £999,520 (2022: £2,320,924). The impact of the gain on liquidation or dissolution of subsidiaries is recorded within the Consolidated Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
13.Taxation (continued)
The group has estimated tax losses of approximately £6.7m (2022: £7.9m) available to carry forward against future trading profits. A potential deferred tax asset of approximately £1.7m (2022: £2.0m) has not been recognised in respect of the losses on the grounds that there is insufficient certainty on the timing of future profits against which these utilised.
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