Agora Publishing Limited - Limited company accounts 18.2

REGISTERED NUMBER: 02823231 (England and Wales)

Agora Publishing Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2017

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

7

Consolidated Statement of Financial Position

11

Company Statement of Financial Position

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

Ms H A Hunsperger

Ms L Davis

SECRETARY:

Ms H A Hunsperger

REGISTERED OFFICE:

2nd Floor

Crowne House

56/58 Southwark Street

London

SE1 1UN

REGISTERED NUMBER:

02823231 (England and Wales)

AUDITORS:

Langdon West Williams PLC

Curzon House 2nd Floor

24 High Street

Banstead

Surrey

SM7 2LJ

The directors present their strategic report of the company and the group for the year ended 31 December 2017.

REVIEW OF BUSINESS

During the course of the year, the group primarily published to its subscribers both printed and digitally delivered

newsletters and premium publications throughout the year covering financial, personal finance and health matters.

Complimentary titles and programmes are also available. During the year the group sold its wholly owned subsidiary

MoneyWeek Limited and Agora Health Limited has been closed since the year end. .

The group's subscriber numbers on a like for like basis decreased slightly during the year and its South African

operations finalised its concentration on the group's traditional products following changes to local banking and

compliance regulations. During the year the group increased its expenditure on marketing as it looked to focus its

future activities on the groups' traditional core activities.

The primary measures used to monitor and assess performance in the year are turnover and profitability which are

detailed in the profit and loss account. The continuing group's turnover increased by 11% in the year. The continuing

group operations invested in building the file size and increasing the number of subscribers which generated an

increased cash income although this resulted in the level of deferred income increasing and as a consequence

incurred a trading loss for the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors continually monitor the trading and operational risks facing the group and implement processes and

procedures necessary to maintain the group's performance during the financial year and its position at the end of the

financial year.

The principal risks and uncertainties facing the group are:-

1) the effect of the current ongoing uncertainties facing the UK due to Brexit together with low growth and high

government debt on subscribers confidence with the risk of them not renewing their subscription or purchasing other

services. The group is addressing this by focussing on its traditional core products and ensuring the content provided

gives sound guidance on how subscribers can deal with the personal impact of macro economic issues and enhancing

the information available on its website ; and

2) maintaining the high calibre and knowledgeable team of contributors and editors. This is being managed through a

comprehensive training programme and ensuring an optimal employment environment.

The directors believe the actions taken in the year will allow the group to improve its financial performance in the

future.

ON BEHALF OF THE BOARD:

Ms H A Hunsperger - Director

2 July 2018

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

31 December 2017.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of publishing, marketing and sales of

complimentary products. The principal activity of the company was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2017.

FUTURE DEVELOPMENTS

The group will continue to operate in its existing and related markets.

DIRECTORS

Ms H A Hunsperger and Ms L Davis were appointed as directors after 31 December 2017 but prior to the date of this report.

N Rentrop and W R Bonner ceased to be directors after 31 December 2017 but prior to the date of this report.

FINANCIAL INSTRUMENTS

Financial risk management

The group's operations expose it to a limited number of financial risks that include the effects of changes in credit risk,

liquidity risk and interest rate risk. Due to the nature of the financial instruments used by the group there is no

exposure to price risk. The group's approach to managing these risks applicable to the financial instruments

concerned is shown below.The group does not make speculative use of derivatives, currency or other instruments.

Credit risk

Credit risk consists mainly of cash deposits and trade debtors.

Cash deposits are all with major banks with high quality credit standing.

The group has implemented policies that require its subscribers to pay in advance of receiving the relevant product

and if payment is not received within a short predefined time period the subscription is suspended. With regard to

customers to whom credit is permitted, the group has policies regarding the level of credit allowed and the regular

monitoring of amounts outstanding in respect of both time and credit limits.

The group has certain intra group loans denominated in and US dollars and so experiences currency exchange

differences upon the retranslation of these balances, which are recognised in the profit and loss account in the period

the retranslation occurs.

Liquidity risk

The group's risk to liquidity is a result of the funds available to cover future liabilities and commitments as they fall

due. The group manages liquidity risk through an ongoing review of future liabilities and commitments to ensure

sufficient funds are available to meet amounts due.

Interest rate cash flow risk

The group has only interest bearing assets which comprise only cash balances. It does not have any interest bearing

liabilities. The interest bearing assets are at variable rates through the group's bankers and the group's policy is to

manage interest rate risk so that fluctuations in variable rates do not have a material impact of profit.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the

directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting

Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the

directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the

state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these

financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable them to ensure that the financial statements comply with the Companies Act

2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies

Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have

taken as a director in order to make himself aware of any relevant audit information and to establish that the group's

auditors are aware of that information.

AUDITORS

The auditors, Langdon West Williams PLC, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

ON BEHALF OF THE BOARD:

Ms H A Hunsperger - Director

2 July 2018

Opinion

We have audited the financial statements of Agora Publishing Limited (the 'parent company') and its subsidiaries (the

'group') for the year ended 31 December 2017 which comprise the Consolidated Statement of Comprehensive

Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated

Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and

Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting

framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards,

including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2017 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard,

and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the

Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report

of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated. If, 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.

Opinion on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained

in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report

of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to

you if, in our opinion:

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view,

and for such internal control as the directors determine necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent

company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company

or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council's website at www.frc.org.uk/auditorsresponsibilities . This description forms part of our Report of

the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Watt (Senior Statutory Auditor)

for and on behalf of Langdon West Williams PLC

Curzon House 2nd Floor

24 High Street

Banstead

Surrey

SM7 2LJ

2 July 2018

REVENUE

3

10,017,591

2,232,119

12,249,710

Cost of sales

(6,632,008

)

(1,550,172

)

(8,182,180

)

GROSS PROFIT

3,385,583

681,947

4,067,530

Administrative expenses

(5,794,061

)

(1,013,211

)

(6,807,272

)

(2,408,478

)

(331,264

)

(2,739,742

)

Other operating income

4

115,000

-

115,000

Gain/loss on revaluation of assets

66,135

-

66,135

OPERATING LOSS

6

(2,227,343

)

(331,264

)

(2,558,607

)

Profit on sale of operation

7

-

1,543,735

1,543,735

(2,227,343

)

1,212,471

(1,014,872

)

Interest receivable and similar income

8

65,880

111

65,991

Interest payable and similar expenses

9

(84

)

-

(84

)

(LOSS)/PROFIT BEFORE TAXATION

(2,161,547

)

1,212,582

(948,965

)

Tax on (loss)/profit

10

222,212

-

222,212

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,939,335

)

1,212,582

(726,753

)

OTHER COMPREHENSIVE INCOME

Exchange difference on retranslation of

investment in foreign undertaking

42,006

Income tax relating to other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

42,006

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(684,747

)

(Loss)/profit attributable to:

Owners of the parent

42,103

Non-controlling interests

(97

)

42,006

Total comprehensive income attributable to:

Owners of the parent

(684,650

)

1,212,429

Non-controlling interests

(97

)

153

(684,747

)

1,212,582

REVENUE

3

9,031,198

4,767,921

13,799,119

Cost of sales

(3,961,351

)

(3,136,068

)

(7,097,419

)

GROSS PROFIT

5,069,847

1,631,853

6,701,700

Administrative expenses

(5,047,985

)

(2,154,745

)

(7,202,730

)

21,862

(522,892

)

(501,030

)

Gain/loss on revaluation of assets

42,767

-

42,767

OPERATING PROFIT/(LOSS)

6

64,629

(522,892

)

(458,263

)

Interest receivable and similar income

8

96,926

-

96,926

Interest payable and similar expenses

9

(22

)

-

(22

)

PROFIT/(LOSS) BEFORE TAXATION

161,533

(522,892

)

(361,359

)

Tax on profit/(loss)

10

(115,570

)

(27,849

)

(143,419

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

45,963

(550,741

)

(504,778

)

OTHER COMPREHENSIVE INCOME

Exchange difference on retranslation of

investment in foreign undertaking

265,591

Income tax relating to other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

1,478,020

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

973,242

Profit/(loss) attributable to:

Owners of the parent

41,853

Non-controlling interests

153

42,006

Total comprehensive income attributable to:

Owners of the parent

88,163

973,089

Non-controlling interests

(97

)

153

88,066

973,242

FIXED ASSETS

Intangible assets

12

39,002

64,450

Property, plant and equipment

13

325,645

150,240

Investments

14

-

-

364,647

214,690

CURRENT ASSETS

Inventories

15

61,213

84,329

Debtors

16

2,742,716

3,612,111

Investments

17

198,902

130,872

Cash at bank and in hand

5,801,306

5,553,330

8,804,137

9,380,642

CREDITORS

Amounts falling due within one year

18

6,148,639

6,817,775

NET CURRENT ASSETS

2,655,498

2,562,867

TOTAL ASSETS LESS CURRENT LIABILITIES

3,020,145

2,777,557

CREDITORS

Amounts falling due after more than one year

19

(1,876,053

)

(968,625

)

PROVISIONS FOR LIABILITIES

21

(198,902

)

(178,995

)

NET ASSETS

945,190

1,629,937

CAPITAL AND RESERVES

Called up share capital

22

2

2

Retained earnings

23

943,346

1,627,996

SHAREHOLDERS' FUNDS

943,348

1,627,998

NON-CONTROLLING INTERESTS

24

1,842

1,939

TOTAL EQUITY

945,190

1,629,937

The financial statements were approved by the Board of Directors on 2 July 2018 and were signed on its behalf by:

Ms H A Hunsperger - Director

FIXED ASSETS

Intangible assets

12

-

-

Property, plant and equipment

13

-

-

Investments

14

800,199

2,481,844

800,199

2,481,844

CURRENT ASSETS

Debtors

16

213,991

-

CREDITORS

Amounts falling due within one year

18

788,370

2,151,757

NET CURRENT LIABILITIES

(574,379

)

(2,151,757

)

TOTAL ASSETS LESS CURRENT LIABILITIES

225,820

330,087

CAPITAL AND RESERVES

Called up share capital

22

2

2

Retained earnings

23

225,818

330,085

SHAREHOLDERS' FUNDS

225,820

330,087

Company's loss for the financial year

(104,267

)

-

The financial statements were approved by the Board of Directors on 2 July 2018 and were signed on its behalf by:

Ms H A Hunsperger - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2016

2

1,867,336

1,867,338

1,786

1,869,124

Changes in equity

Total comprehensive income

-

(239,340

)

(239,340

)

153

(239,187

)

Balance at 31 December 2016

2

1,627,996

1,627,998

1,939

1,629,937

Changes in equity

Total comprehensive income

-

(684,650

)

(684,650

)

(97

)

(684,747

)

Balance at 31 December 2017

2

943,346

943,348

1,842

945,190

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2016

2

330,085

330,087

Changes in equity

Balance at 31 December 2016

2

330,085

330,087

Changes in equity

Total comprehensive income

-

(104,267

)

(104,267

)

Balance at 31 December 2017

2

225,818

225,820

Cash flows from operating activities

Cash generated from operations

30

441,034

(786,325

)

Interest paid

(84

)

(22

)

Tax paid

24,008

(176,722

)

Net cash from operating activities

464,958

(963,069

)

Cash flows from investing activities

Purchase of tangible fixed assets

(300,066

)

(65,529

)

Sale of tangible fixed assets

17,093

-

Interest received

65,991

96,926

Net cash from investing activities

(216,982

)

31,397

Increase/(decrease) in cash and cash equivalents

247,976

(931,672

)

Cash and cash equivalents at beginning of year

31

5,553,330

6,485,002

Cash and cash equivalents at end of year

31

5,801,306

5,553,330