REGISTERED NUMBER: 03303666 (England and Wales)

Agora Lifestyles Limited

Report of the Director and

Audited Financial Statements for the Year Ended 31 December 2014

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTOR:

D A Hughes

SECRETARY:

Ms H A Hunsperger

REGISTERED OFFICE:

Curzon House

24 High Street

Banstead

Surrey

SM7 2LJ

REGISTERED NUMBER:

03303666 (England and Wales)

AUDITORS:

Langdon West Williams PLC

Curzon House 2nd Floor

24 High Street

Banstead

Surrey

SM7 2LJ

The director presents his report with the financial statements of the company for the year ended 31 December 2014.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2014.

FUTURE DEVELOPMENTS

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

DIRECTOR

D A Hughes held office during the whole of the period from 1 January 2014 to the date of this report.

FINANCIAL INSTRUMENTS

Financial risk management

The company'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 company there is

no exposure to price risk. The company's approach to managing these risks applicable to the financial instruments

concerned is shown below.The company 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, managed by fellow subsidiaries.

The company 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 company has policies regarding the level of credit allowed and the regular

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

Liquidity risk

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

due. The company manages liquidity risk through an ongoing reviewing of future liabilities and commitments to

ensure sufficient funds are available to meet amounts due.

Interest rate cash flow risk

The company 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 company's bankers and the company's

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

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director 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.

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 him 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

2006) of which the company's auditors are unaware, and he 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 company'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:

D A Hughes - Director

28 May 2015

We have audited the financial statements of Agora Lifestyles Limited for the year ended 31 December 2014 on pages

six to thirteen. The financial reporting framework that has been applied in their preparation is applicable law and

United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

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.

Respective responsibilities of director and auditors

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give

reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or

error. This includes an assessment of: whether the accounting policies are appropriate to the company's

circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant

accounting estimates made by the director; and the overall presentation of the financial statements. In addition, we

read all the financial and non-financial information in the Report of the Director to identify material inconsistencies

with the audited financial statements and to identify any information that is apparently materially incorrect based on,

or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become

aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2014 and of its profit 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Report of the Director for the financial year for which the financial

statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

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, 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; or

-	the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

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

28 May 2015

TURNOVER

2

2,120,902

2,630,183

Cost of sales

559,969

846,720

GROSS PROFIT

1,560,933

1,783,463

Administrative expenses

1,347,417

1,517,799

OPERATING PROFIT

4

213,516

265,664

Income from shares in group undertakings

5

-

38,000

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

213,516

303,664

Tax on profit on ordinary activities

6

45,891

61,758

PROFIT FOR THE FINANCIAL YEAR

167,625

241,906

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year or previous year.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the profits for the current year or previous year.

NOTE OF HISTORICAL COST PROFITS AND LOSSES

The difference between the results as disclosed in the profit and loss account and the results on an unmodified

historical cost basis is not material.

FIXED ASSETS

Investments

8

100

100

CURRENT ASSETS

Debtors

9

528,028

744,592

Cash at bank

457,042

125,358

985,070

869,950

CREDITORS

Amounts falling due within one year

10

722,023

779,528

NET CURRENT ASSETS

263,047

90,422

TOTAL ASSETS LESS CURRENT LIABILITIES

263,147

90,522

CREDITORS

Amounts falling due after more than one year

11

81,000

76,000

NET ASSETS

182,147

14,522

CAPITAL AND RESERVES

Called up share capital

12

100

100

Profit and loss account

13

182,047

14,422

SHAREHOLDERS' FUNDS

18

182,147

14,522

The financial statements were approved by the director on 28 May 2015 and were signed by:

D A Hughes - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in accordance with applicable accounting standards.

The following accounting policies have been applied consistently in dealing with material items in relation to

the financial statements.

Accounting convention

The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Agora Lifestyles Limited as an individual company and do

not contain consolidated financial information as the parent of a group. The company is exempt under Section

400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and

its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its

parent, Agora Publishing Limited, a company registered in England and Wales.

Turnover

Turnover represents the amount derived from the company's principal activity of publishing and marketing

and after the deduction of refunds and value added tax. Subscription income, after adjusting for refunds, is

recognised as revenue on the basis of the sales value of the publications delivered in relation to the total sales

value of all items covered by the subscription.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the

balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange

ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating

result.

Deferred promotional expenditure

Promotional expenditure incurred during the year is matched against revenue generated by that expenditure.

Deferred promotional expenditure included in the balance sheet represents expenditure incurred during the

year in respect of which revenue is expected to arise after the balance sheet date.

Cash flow statement

The company has taken advantage of the exemptions provided by FRS1 not to present a cash flow statement

since it is a wholly owned subsidiary of another company registered in England and Wales.

2.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

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

2014

2013

£

£

Publishing and marketing

2,120,902

2,630,183

2,120,902

2,630,183

An analysis of turnover by geographical market is given below:

2014

2013

£

£

United Kingdom

1,984,867

2,415,994

Europe

68,725

121,680

Rest of World

67,310

92,509

2,120,902

2,630,183

3.	STAFF COSTS

There were no staff costs for the year ended 31 December 2014 nor for the year ended 31 December 2013.

4.	OPERATING PROFIT

The operating profit is stated after charging:

2014

2013

£

£

Management charges payable to fellow subsidiary undertakings

1,277,439

1,435,152

Management charges payable to other group companies

37,118

45,927

Directors remuneration paid by a fellow subsidiary undertaking

58,027

55,807

Director's remuneration

-

-

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

Money purchase schemes

1

1

The auditors remuneration for the year was nil (2013 - nil).

5.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

2014

2013

£

£

Shares in group undertakings

-

38,000

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit on ordinary activities for the year was as follows:

2014

2013

£

£

Current tax:

UK corporation tax

45,891

61,758

Tax on profit on ordinary activities

45,891

61,758

Factors affecting the tax charge

The tax assessed for the year is the same as the standard rate of corporation tax in the UK.

2014

2013

£

£

Profit on ordinary activities before tax

213,516

303,664

Profit on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 21.493% (2013 - 23.246%)

45,891

70,590

Effects of:

Income not taxable for tax purposes

-

(8,832

)

Current tax charge

45,891

61,758

7.

DIVIDENDS

2014

2013

£

£

Ordinary shares of £1 each

Interim

-

240,000

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2014

and 31 December 2014

100

NET BOOK VALUE

At 31 December 2014

100

At 31 December 2013

100

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

More Money Review Limited

Nature of business: Website based publications reviews

%

Class of shares:

holding

Ordinary

100.00

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Trade debtors

86,587

41,195

Other debtors

31,900

-

Amount owed by group

undertakings

409,541

681,517

Prepayments and accrued income

-

21,880

528,028

744,592

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Trade creditors

288,476

166,156

Accrued expenses

103,547

179,879

Deferred income

330,000

433,493

722,023

779,528

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2014

2013

£

£

Deferred income

81,000

76,000

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£

£

100

Ordinary

£1

100

100

13.

RESERVES

Profit

and loss

account

£

At 1 January 2014

14,422

Profit for the year

167,625

At 31 December 2014

182,047

14.	ULTIMATE PARENT COMPANY

Agora Inc. (incorporated in United States of America ) is regarded by the director as being the company's

ultimate parent company.

15.	OTHER FINANCIAL COMMITMENTS

The company has given its bankers fixed and floating charges over the undertaking and all current and future

assets and a cross guarantee in respect of any bank borrowings of its fellow subsidiary undertakings Fleet

Street Publications Limited and the immediate parent undertaking, Agora Publishing Limited.

16.	RELATED PARTY DISCLOSURES

17.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is W R Bonner.

18.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£

£

Profit for the financial year

167,625

241,906

Dividends

-

(240,000

)

Net addition to shareholders' funds

167,625

1,906

Opening shareholders' funds

14,522

12,616

Closing shareholders' funds

182,147

14,522