REGISTERED NUMBER: 07141826 (England and Wales)

Agora Health Limited

Report of the Director and

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:

A J Miller

SECRETARY:

Ms H A Hunsperger

REGISTERED OFFICE:

Curzon House

24 High Street

Banstead

Surrey

SM7 2LJ

REGISTERED NUMBER:

07141826 (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

A J Miller 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:

A J Miller - Director

28 May 2015

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

to eleven. 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

1,370,966

1,420,531

Cost of sales

856,305

823,015

GROSS PROFIT

514,661

597,516

Administrative expenses

496,945

395,909

OPERATING PROFIT and

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

4

17,716

201,607

Tax on profit on ordinary activities

5

3,808

46,866

PROFIT FOR THE FINANCIAL YEAR

13,908

154,741

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.

CURRENT ASSETS

Stocks

7

20,219

-

Debtors

8

185,967

217,422

206,186

217,422

CREDITORS

Amounts falling due within one year

9

184,657

209,801

NET CURRENT ASSETS

21,529

7,621

TOTAL ASSETS LESS CURRENT LIABILITIES

21,529

7,621

CAPITAL AND RESERVES

Called up share capital

10

100

100

Profit and loss account

11

21,429

7,521

SHAREHOLDERS' FUNDS

15

21,529

7,621

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

A J Miller - 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.

Financial reporting standard number 1

Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as

a small company.

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.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and

slow moving items.

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.

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 & related products

1,370,966

1,420,531

1,370,966

1,420,531

An analysis of turnover by geographical market is given below:

2014

2013

£

£

United Kingdom

881,957

860,808

Europe

226,340

276,992

Rest of the World

262,669

282,731

1,370,966

1,420,531

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

467,580

381,366

Management charges payable to group companies

15,581

18,190

Directors remuneration paid by fellow subsidiary undertaking

69,783

49,966

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 period was nil (2013).

5.

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

3,808

46,866

Tax on profit on ordinary activities

3,808

46,866

6.

DIVIDENDS

2014

2013

£

£

Ordinary shares of £1 each

Interim

-

160,000

7.

STOCKS

2014

2013

£

£

Finished goods

20,219

-

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Amounts owed by group

undertakings

185,967

217,422

185,967

217,422

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Trade creditors

74,657

73,217

Accrued expenses

-

8,584

Deferred income

110,000

128,000

184,657

209,801

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£

£

100

Ordinary

£1

100

100

11.

RESERVES

Profit

and loss

account

£

At 1 January 2014

7,521

Profit for the year

13,908

At 31 December 2014

21,429

12.	ULTIMATE PARENT COMPANY

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

ultimate parent company.

13.	RELATED PARTY DISCLOSURES

14.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is W R Bonner.

15.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£

£

Profit for the financial year

13,908

154,741

Dividends

-

(160,000

)

Net addition/(reduction) to shareholders' funds

13,908

(5,259

)

Opening shareholders' funds

7,621

12,880

Closing shareholders' funds

21,529

7,621